Texas Series LLCs and the Difference Between Protected and Registered Series

By Hank FasthoffJuly 5, 2026

Texas law allows one limited liability company to establish internal series with different assets, obligations, members, managers, and business purposes. A properly established protected or registered series can separate its assets from the liabilities of the LLC and every other series. That separation depends on the certificate of formation, company agreement, and asset records required by the Texas Business Organizations Code.

A series operates within one Texas LLC. Section 101.622 provides a protected or registered series with statutory rights, powers, and duties without making it a separate domestic entity or organization under Chapter 101 and Title 1. A standalone LLC has its own legal existence and Secretary of State record.

Texas law also recognizes a series that is neither protected nor registered. That ordinary series may have rights under its company agreement, but it receives no liability partition under Section 101.602. The distinction affects whether a creditor can pursue assets associated with another series or the LLC generally.

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 concerning specified property, obligations, profits, and losses. It may also have 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 interests, voting rights, and economic arrangements may differ when the company agreement states those differences.

Protected and registered series receive the powers listed in Section 101.605. Each may contract, sue and be sued, acquire and sell assets, hold title, and grant liens. Each may also exercise powers appropriate to its business. Those statutory powers don't turn a series into a standalone LLC.

The Liability Partition Depends on Three Conditions

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 every other series's assets.

Section 101.603 treats records as sufficient when they allow someone to identify the associated assets objectively. The records may use a specific list, category, type, quantity, computational or allocational formula, share of an asset, or another objective method.

Separate bank accounts usually provide the simplest evidence of which series received income and paid expenses. The statute permits other objective methods, so a separate account is one acceptable option among several. Your deeds, contracts, ledgers, loan documents, invoices, and insurance policies should identify the same series and assets.

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

Third, the certificate of formation must provide notice of the liability limitations. Section 101.604 allows the LLC to include that notice before establishing a series and without naming a specific 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 treating a series as protected from the liabilities of the LLC or another series.

The LLC, a member, or another series may agree to answer for a particular obligation. A lender can require a guaranty, additional collateral, or another recourse agreement that exposes assets outside the borrowing series. Section 101.602 therefore sets a default partition that the transaction documents can modify.

Protected and Registered Series

Texas has used the protected and registered series classifications since June 1, 2022. Both classifications receive the same substantive powers and can qualify for the Section 101.602 liability partition.

A protected series exists without a certificate of registered series. The LLC establishes it under the company agreement and must satisfy the certificate notice, agreement, and recordkeeping requirements. Since the Secretary of State keeps no separate formation record for a protected series, a counterparty must review the LLC's documents and other evidence of the series's name, assets, and authority.

A registered series requires a certificate filed under Section 101.623. The Secretary of State charges a $300 filing fee. A registered series has a public filing record and can obtain a certificate of status. Changes to its certificate and termination of the series may require subsequent filings.

Public filing provides the principal difference between the two classifications. It can help a lender, title company, or counterparty confirm a registered series's name and status. The filing alone doesn't satisfy the separate records and company agreement conditions.

Series Names and Assumed Names

A registered series name must include the LLC's full name and the phrase "registered series" or the abbreviation "RS" or "R.S." The Secretary of State provides 101 Main Properties, a registered series of AB Diversified LLC as a compliant example.

Different rules apply to a protected series because it has no registered series filing. When 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, through Senate Bill 1514.

A registered series must file an assumed name certificate when it conducts business under a name other than the name in its certificate of registered series. It needs no assumed name filing for the registered name itself. Your deeds, contracts, bank records, and policy language should use the same series name.

Creating and Documenting a Series

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

Section 101.603 permits a protected or registered series to hold associated assets in its name, the LLC's name, through a nominee, or through another method. Consistent designations provide stronger evidence of the intended association. A deed naming one series, a lease naming another, and an insurance policy naming only the LLC can produce disputes over ownership, authority, and coverage.

You should 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, title, lender, insurance, and tax records affected by the transfer.

The Bramblett Decision

In In re Estate of Bramblett, 722 S.W.3d 123 (2025), the First Court of Appeals considered seven deeds that transferred rental properties to Series A through G of one LLC. The company agreement included blank exhibits for three series and authorized the LLC to establish additional series by designating members, managers, membership interests, or assets.

The court held that the deeds, read with the company agreement, validly created the seven series and transferred the properties. Section 101.601 permits formation through designated assets, so the absence of a member associated with each series didn't invalidate them.

The decision involved a 2011 company agreement and ordinary series established before Texas adopted the protected and registered classifications. The court concluded that the protected and registered series provisions didn't govern those series. Bramblett therefore supports careful designation of a series and its assets, but it doesn't establish compliance with the separate records, company agreement, and certificate notice conditions for the Section 101.602 liability partition.

Texas Franchise Tax Treats the LLC as One Entity

For Texas franchise tax purposes, the Comptroller treats a series LLC as 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 a taxable connection to Texas, which tax law calls nexus, the Comptroller treats the entire series LLC as having that connection. You should maintain separate operational records for each series while preparing the LLC's state filings on the single entity basis the Comptroller requires.

Federal Tax Classification Requires Separate Analysis

Treasury and the IRS proposed regulations in 2010 that generally would treat each domestic series as an entity formed under local law for federal classification purposes. The proposal has never taken effect as final regulations.

Federal classification therefore requires analysis under existing entity classification rules and general federal tax principles. You should determine the correct returns, elections, employer identification numbers, payroll filings, and information reporting from the series's members, activities, employees, and tax classification. A series with one member presents a different question from a series with several members.

You should obtain tax advice before requesting employer identification numbers or filing separate federal returns for individual series. Texas uses one franchise tax report for the LLC, while federal filing treatment may depend on the facts of each series.

Real Estate, Loans, and Insurance

Series LLCs often appeal to real estate investors because one LLC can associate a different property with each series. Filing savings are greatest with 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 requires $3,300 in initial Secretary of State fees, compared with $3,000 for 10 standalone LLCs.

A lender's requirements can outweigh the filing savings. The lender may require 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 subjects the identified assets to the loan documents regardless of the statutory partition.

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 determine whether the transfer requires consent or affects loan acceleration, taxes, or insurance.

Liability insurance addresses insured risks, while Section 101.602 allocates recourse among asset pools. Each series should have coverage suited to its property or operations, and the named insureds should match the ownership and management structure in the governing documents.

Business Outside Texas

States differ in their recognition and treatment of series LLCs. A Texas series that owns property, hires employees, signs contracts, or conducts business elsewhere may face registration, tax, title, creditor, and liability rules under that state's law.

You should review each state connected to the asset or operation before relying on the Texas partition. A standalone entity formed or registered there may produce 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 and a separate public record. Lenders, title companies, tax agencies, and courts across the country encounter that structure more often. Standalone LLCs also require separate formation fees, governing documents, tax analysis, and administration.

You should compare the number and type of assets, states involved, financing plans, ownership differences, expected transfers, tax treatment, recordkeeping capacity, and administrative cost. A series LLC reduces filings only when you administer every series with enough precision to support the statutory partition.

Questions to Resolve Before Formation

You should identify the assets and obligations associated with 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 Section 101.602 language before you rely on the liability partition.

You should also determine 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 classifications require separate asset records.

Federal tax reporting, Texas franchise tax, banking, title, lending, insurance, and recognition outside Texas can alter the practical value of the structure. Coordinated legal documents and business records give the statutory partition its strongest foundation.