Series LLCs Made Simple: How They Work and Which States Allow Them in 2025
What is a Series LLC?
A Series LLC is an umbrella LLC that can spin up multiple, siloed “series” (sometimes called cells). Each series can have its own assets, members, liabilities, purpose, and books, with the goal of keeping liabilities from one series from spilling into another. Delaware pioneered this in 1996, and It has now expanded to cover a couple dozen different jurisdictions.
How a Series LLC is structured (and operated)
A Parent (umbrella) LLC can create multiple series—Series A, Series B, Series C, and so on—each functioning as a distinct entity within the larger structure. Each series maintains its own separate books, bank accounts, and records. The operating agreement clearly outlines the process for creating, managing, and dissolving each series. Keeping these separations strong and records clear is essential to protect the liability shield, ensuring each series remains legally and financially independent.
Key advantages (and the fine print)
Why business owners like them:
Protect assets using fewer companies. One filing covers many parts, common in real estate and product-based businesses.
More control. Each part can have different owners, managers, or profit rules.
Things to watch out for:
Legal protection depends on the state and where issues happen. Delaware, Illinois, and Texas have stronger rules.
Registering in other states can be tricky. Not all states allow registering each part separately; some only register the main company. A few states (AR, IL, IN, IA, NE, SD) do allow separate registrations.
Taxes and paperwork can grow quickly. Each part may need its own books, reports, and fees..
Does California offer Series LLCs?
No, California does not form Series LLCs. If your non-CA Series LLC (e.g., Delaware/Texas) does business in CA, you can register, but California treats each series like its own LLC for compliance, including the $800 annual tax and required filings (Yes, that means per series), Last updated by FTB on Sept 24, 2025.
Series LLC Fast Facts (2025)
- 22 states currently allow Series LLCs
- Florida joins the list July 1, 2026
- California does not allow Series LLCs but recognizes foreign ones
- Each series must maintain separate records and assets to preserve liability protection
- Most popular states: Delaware, Illinois, Texas, and Wyoming
What to look for in a Series LLC statute (your mini-checklist)
When you’re choosing a state, compare these provisions:
Explicit internal liability shield: clear language that debts of one series don’t reach others.
Series creation mechanics: operating-agreement only vs. public protected/registered series filing.
Name & notice rules: do series need “Series” or “Protected Series” in the name; what must appear in contracts.
Service of process / standing: can a series sue/be sued in its own name.
Foreign qualification options: can you register each series, or only the master; do they acknowledge the internal shield.
Annual fees and reports: per series vs. master-only.
Tax treatment: federal regs would treat each series as a separate “entity” for classification—proposed but still the working reference; state rules vary.
Series LLC Availability by State (2025)
| State ▾ | Allows Series LLC? | Type | Notes |
|---|---|---|---|
| Alabama | ✅ Yes | Protected Series | Active filings allowed |
| Arkansas | ✅ Yes | Series LLC | Separate reporting optional |
| California | ❌ No | — | Recognizes foreign series only; $800 per series |
| Delaware | ✅ Yes | Protected + Registered | Most established framework |
| Florida | 🕓 Coming 2026 | Protected Series | Effective July 1, 2026 |
| Illinois | ✅ Yes | Series LLC | Separate filings per series |
| Texas | ✅ Yes | Protected Series | Strong legal protection |
| Wyoming | ✅ Yes | Series LLC | Allows registered series |
| Virginia | ✅ Yes | Series LLC | Adopted 2024 |
| Washington | ❌ No | — | Standard LLC only |
Is a Series LLC right for me?
It all really depends on your specific business goals and how you plan to structure your operations. Great fits include multi-property real estate holdings, franchises, or product lines that require clear separation or siloing for management purposes. It’s also well-suited for asset-heavy businesses that have distinct risk profiles for different parts of the company. On the other hand, it’s not ideal if you only have a single line of business, if you operate across multiple states that don’t recognize this type of structure, or if you’re not ready to maintain separate financial records and bank accounts for each series—that’s often how the liability protections can be compromised.
Quick example (CA founder, multi-state rentals)
Form a Delaware or Texas Series LLC.
Create a separate series for each property.
Register the master and—where allowed—the specific series in any state where a property is located.
If any activity touches California, plan on per-series $800 and Form 568 compliance based on California Franchise Tax Board rules.
Bottom line
Series LLCs can be incredibly powerful business tools—especially when the governing statute is robust, and you operate in a state that fully recognizes this unique structure. States like Delaware, Illinois, and Texas continue to serve as popular anchors for forming Series LLCs due to their clear legal frameworks and strong protections. Meanwhile, California takes a more cautious approach: it recognizes Series LLCs formed elsewhere but does not allow new formations within the state, and it imposes separate taxes on each series. If you are considering expanding your business operations to Florida, be aware of the upcoming July 1, 2026, go-live date for Series LLC legislation there, which could open new opportunities.
SimpleCorp Friendly Reminder: This is general information and should not be taken as legal or tax advice. If you’re thinking about forming a Series LLC or already operate one—especially if you have a presence in California—we can help by reviewing your current business footprint. We’ll ensure all necessary filings are done properly, including master LLC formation, individual series registrations, and foreign registrations as needed, so that each distinct series remains properly organized, compliant, and protected.