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A series LLC is a single legal company that creates internal compartments called series. The idea is that each series holds its own property, such as a rental building or a piece of equipment, so a claim against one series does not reach the others. That protection comes from state law and from how the company is set up and run.
How it works
The company is formed once with the state. The operating agreement then describes each series, what it owns and who manages it. Some states also require a notice or extra filing for a series. Those details vary, so read your state's law and filing office pages.
A normal LLC can do something similar with several separate LLCs, one for each asset. A series LLC aims to do it under one filing. See what is an LLC for the basics.
The state question
There is no federal series LLC law. Each state decides whether to allow one, what to call it, and how to treat it. This page does not list states, because a list goes out of date and we have not confirmed one from official pages. Look up your state's code and its filing office.
If you operate across state lines, the problem gets harder. A state that has no series law may not recognize the walls between your series. That is a question for an attorney.
Taxes
The IRS explains the default tax classes for LLCs on its LLC page. An LLC with one member is disregarded as separate from its owner by default, and an LLC with two or more members is a partnership by default. The page covers the LLC as a whole, and it does not explain how a series within one is classified. We did not find a federal answer on that page, so we do not give one.
What this means in practice. Ask a tax professional before you assume that a series gets its own return or its own EIN. See LLC taxes and how to get an EIN.
The operating agreement matters more
For a series LLC, a well written operating agreement carries much of the weight. It should say how each series is named, what assets belong to it, how records and bank accounts are kept apart, and who decides. Mixing money between series can weaken the separation you wanted.
Common uses
People consider a series LLC for rental properties, a group of small related ventures, or asset holding. For rentals, see LLC for rental property. For a company that owns other companies or assets, see holding company LLC.
Things to confirm before filing
- Your state has a series law, and you know its exact requirements.
- Your bank, lender and insurer accept a series.
- A tax professional has told you how the series will be taxed.
- An attorney has reviewed the operating agreement.
- You know how other states where you work will treat it.
For many small owners, separate LLCs are simpler and better understood. Compare costs on LLC fees by state before you decide.
This is general information, not legal or tax advice.
To form a regular LLC, go to start an LLC.