Texas Series LLCs and the Difference Between Protected and Registered Series

By Hank FasthoffJuly 5, 2026

Under Texas law, one limited liability company may establish internal series with separate assets, obligations, members, managers, and business purposes. If the LLC satisfies Section 101.602 of the Texas Business Organizations Code, a creditor of one series generally may enforce a series debt only against that series's assets. The structure can reduce filing costs for a real estate portfolio or a group of related ventures, but the liability partition depends on the formation documents, company agreement, and asset records.

A series LLC is one Texas LLC, and each series operates within that company. Under Section 101.622, domestic entity status belongs to the LLC as a whole. Section 101.605 permits each series to contract, sue and be sued, hold title, grant liens, and exercise other powers in its name.

That combination separates a series LLC from a group of standalone LLCs. A standalone LLC has separate legal existence and its own Secretary of State record. A series has statutory powers and, when Section 101.602's conditions are met, a liability partition within one LLC.

How a Texas Series LLC Operates

Section 101.601 permits a company agreement to establish one or more series of members, managers, membership interests, or assets. Each series may have separate rights, powers, or duties tied to specified property or obligations, or a separate business purpose or investment objective.

One series could hold an apartment building, another could hold a warehouse, and a third could operate a related management business. Their members, managers, ownership percentages, voting rights, and economic arrangements may differ if the company agreement provides for those differences.

Three Conditions for the Liability Partition

Section 101.602 limits recourse among the LLC and its protected or registered series only when three conditions are satisfied. First, the LLC must maintain records that account for each series's assets separately from the LLC's other assets and the assets of every other series. Section 101.603 permits objective identification through a list, category, type, quantity, formula, percentage, share, or another method that allows someone to identify the assets associated with a series.

Separate bank accounts support that accounting and usually provide the simplest evidence of which series received income and paid expenses. The statute also permits other objective recordkeeping methods, so a separate account isn't the only way to satisfy Section 101.603. Your deeds, contracts, accounting ledgers, loan documents, invoices, and insurance records should identify the same series and the same assets.

Second, the company agreement must state the liability limitations that apply among the LLC and its series. Your agreement should also describe how you create a series, designate its assets, appoint its members or managers, allocate profits and losses, approve transactions, and wind up its business.

Third, the certificate of formation must contain notice of the liability limitations. Section 101.604 permits that notice before the LLC creates any series and doesn't require the notice to identify a particular series.

A registered series also requires a certificate of registered series. If you formed a conventional LLC without the required notice, you should amend the certificate of formation and revise the company agreement before relying on the statutory partition for a series.

The LLC or another series may agree that its assets will answer for a particular obligation. A lender can therefore demand a guaranty, additional collateral, or another recourse agreement that exposes assets outside the borrowing series.

Protected and Registered Series

Since June 1, 2022, a qualifying Texas series is either protected or registered. Both receive the same powers under Section 101.605, and both can receive the liability limitation in Section 101.602.

A protected series exists without a certificate of registered series. The LLC creates it under the company agreement and must satisfy the certificate of formation, company agreement, and recordkeeping requirements that support the liability partition. A counterparty seeking to verify a protected series must review the LLC's documents and other evidence of the series's designation and authority because the Secretary of State keeps no separate registered series record for it.

A registered series requires a certificate filed with the Texas Secretary of State under Section 101.623. The filing fee is $300. Once the LLC files the certificate, the series has a public record and can obtain a certificate of status. Certain amendments and the series's termination also require filings.

Protected and registered series have the same substantive powers. Public filing and the related Secretary of State records provide the principal distinction.

Series Names and Assumed Names

A registered series name must contain the full name of the LLC and the phrase "registered series" or the abbreviation "RS" or "R.S." 101 Main Properties, a registered series of AB Diversified LLC, satisfies those naming rules.

A protected series has different naming considerations because it has no registered series filing. If a protected series conducts business under a name that omits the LLC's full legal name, the LLC must file an assumed name certificate on behalf of the series. That requirement took effect September 1, 2023, under Senate Bill 1514. Your deeds, contracts, bank records, and insurance policies should identify the series consistently, regardless of which naming structure you choose.

Creating and Documenting a Series

Your company agreement may establish a series or provide a procedure for establishing one in the future. A series schedule or written designation should identify the series's name, assets, members, managers, ownership percentages, business purpose, and effective date. Any deed or assignment should name the receiving series with enough precision to connect the asset to that designation.

Under Section 101.603, a series may hold title in its name, in the LLC's name, through a nominee, or by another method. You create the best evidence by using the same series designation across the transaction. A deed naming one series, a lease naming another, and an insurance policy naming only the LLC create factual questions that careful documentation can avoid.

You should also document transfers between the LLC and a series or between two series. Record the consideration, authorization, effective date, and asset designation, then update the accounting records and any title, lender, insurance, or tax documents affected by the transfer.

The Bramblett Decision

In In re Estate of Bramblett, 722 S.W.3d 123 (Tex. App. Houston [1st Dist.] 2025), the First Court of Appeals addressed substantive Texas series law after seven deeds transferred rental properties to Series A through G of one LLC. The company agreement named some series, left related exhibits incomplete, and authorized the LLC to establish additional series by designating members, managers, membership interests, or assets.

The court indicated that the deeds, read with the company agreement, validly created the seven series and transferred the properties. It also indicated that a series could be formed by designating assets without designating a member because Section 101.601 uses the alternatives members, managers, membership interests, or assets.

Bramblett involved a 2011 company agreement and series created before Texas adopted the protected series and registered series terminology. The decision left unresolved whether deficient records would defeat the liability limitation under Section 101.602. It addresses designation and property transfer under its facts, while the current certificate, agreement, and recordkeeping requirements govern the statutory liability partition.

Texas Franchise Tax

For Texas franchise tax purposes, a series LLC is one taxable entity. The LLC files one franchise tax report and one public information report under one Texas taxpayer number. Filing a certificate of registered series creates no separate Texas franchise tax account.

If one series has nexus in Texas, the entire series LLC has Texas nexus for franchise tax purposes. You should account for each series separately for operational and liability purposes while preparing the LLC's Texas filings on the basis the Comptroller requires.

Federal Tax Classification

Federal tax treatment requires a separate analysis. Treasury and the IRS proposed regulations in 2010 that generally would treat each domestic series as a separate entity for federal classification purposes, but those regulations haven't become final as of the date of this article.

Existing federal entity classification rules govern in the absence of final series regulations. You should determine the correct returns, elections, employer identification numbers, payroll filings, and information reporting based on the series's members, activities, employees, and tax classification. A series with one member presents a different classification question from a series with several members, and an operating series with employees adds payroll obligations.

You should obtain tax advice before requesting EINs or filing separate federal returns for individual series. Federal classification requires an analysis separate from Texas's one report franchise tax treatment.

Real Estate, Loans, and Insurance

Series LLCs appeal to real estate investors because one LLC can associate a different property with each series. Filing savings are greatest when the investor uses protected series. One LLC with 10 protected series requires one $300 certificate of formation fee, although assumed name and other filings may add costs. One LLC with 10 registered series costs $3,300 in initial Secretary of State filing fees, compared with $3,000 for 10 standalone LLCs.

Your lender may determine whether the structure fits by requiring a standalone LLC, a registered series, a guaranty from the LLC or its owners, or collateral outside the borrowing series. A guaranty or additional collateral can expose assets outside the series that borrowed the money.

Before transferring real estate, you should confirm that the deed, title company, insurer, lender, property manager, and lease documents will use the proposed series name and ownership structure. You should also confirm whether a transfer triggers consent, due on sale, tax, or insurance consequences.

Liability insurance serves a different purpose from the statutory partition. Each series should have coverage suited to its property or operations, and the named insureds should match the ownership and management structure shown in the governing documents.

Business Outside Texas

Recognition of series LLCs varies by state. A Texas series that owns property, hires employees, signs contracts, or conducts business elsewhere may face registration, tax, title, creditor, and liability questions under that state's law.

You should review the law of every state connected to the asset or operation before relying on the Texas partition. A standalone entity formed or registered in that state may provide a more predictable result when local law has no series statute or treats foreign series differently.

Series LLCs Compared with Standalone LLCs

A series LLC can reduce formation filings, registered agent arrangements, and Texas franchise tax reports. It also permits different assets and economic arrangements within one LLC. Those benefits are strongest when the assets and owners are in Texas and the business maintains disciplined records.

Each standalone LLC has separate legal existence, separate public records, and a structure that lenders, title companies, tax agencies, and courts across the country encounter more often. Standalone LLCs also require separate formation fees, annual administration, tax analysis, and governing documents.

When choosing, you should account for the number and type of assets, states involved, financing plans, ownership differences, expected transfers, tax treatment, recordkeeping capacity, and cost of maintaining each structure. A series LLC reduces filings only when you administer every series with enough precision to preserve the statutory partition.

What You Should Decide Before Forming

You should identify which assets and obligations belong to each series, who will own and manage it, and how each series will receive income and pay expenses. Your certificate of formation and company agreement must contain the language required by Section 101.602 before you rely on the liability limitation.

You should decide whether each series needs a public Secretary of State record. Protected series avoid the $300 registered series filing, while registered series provide public evidence of the series's name and status. Both choices require separate asset records.

You should confirm federal tax reporting, Texas franchise tax treatment, banking, title, lending, insurance, and recognition outside Texas before transferring assets. The value of the series structure depends on coordinated legal documents and records that describe the business you operate.