Does Texas Allow Series LLCs? | Formation Guide

Description: Yes, Texas permits series LLCs under Tex. Bus. Org. Code §§ 101.601–101.636. Learn structure, requirements, and filing details.

Does Texas allow series LLCs?

Yes. Texas permits series LLCs under Tex. Bus. Org. Code §§ 101.601–101.636 (Subchapter M). A series LLC is a single LLC entity that can establish multiple protected series, each with separate assets, liabilities, and members. Each series operates independently while sharing the parent LLC's formation structure and registered agent.

Formation Requirements

File a Certificate of Formation with the Texas Secretary of State that includes series-specific supplemental provisions. The document must contain the LLC name with "LLC" designator, registered agent name, physical registered office address in Texas, management structure (member-managed or manager-managed), and organizer information.

The filing fee is $300.00. Standard processing takes 5–7 business days online or up to 40 business days by mail. Expedited options are available: $50 (2–3 business days), $500 (next-day), or $750 (same-day).

How Series LLCs Work

Each series maintains separate liability protection under Subchapter M. Creditors of one series cannot pursue assets of another series or the parent LLC, provided you maintain separate records and accounting for each series. This structure works well for real estate portfolios, investment funds, or businesses managing distinct operations.

Series LLCs reduce costs compared to forming multiple standalone LLCs while providing similar asset protection. A single member can establish a series LLC—no minimum member requirement exists in Texas.

Key Considerations

Liability Protection Depends on Formality

Series liability protection is not automatic. You must maintain separate accounting, records, and assets for each series. Commingling funds or failing to observe series formalities may pierce the liability shield.

Charging Order Protection

Texas provides standard charging order protection under Tex. Bus. Org. Code § 101.112. A creditor's remedy is limited to a charging order against distributions; the creditor cannot force asset liquidation or obtain a judgment lien.

Operating Agreement

Draft a comprehensive operating agreement that clearly designates each series' members, managers, assets, and governance rights. This documentation is essential to maintain liability protection.

Third-Party Recognition

Some lenders, vendors, or contracting parties may be unfamiliar with series LLC structures, potentially complicating financing or commercial transactions.

Next Steps

Draft your Certificate of Formation with series supplemental provisions
File online with the Texas Secretary of State ($300 fee)
Maintain separate accounting and records for each series
Consult a Texas business attorney to ensure compliance with your specific liability and operational goals

This is general information, not legal advice.