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972-248-8080 DALLAS
713-830-2207 HOUSTON
512-691-4100 AUSTIN
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Forming a Series LLC in Texas

John Wilson • May 29, 2024

Forming and Maintaining a Series LLC in Texas

A Series LLC (Limited Liability Company) in Texas is a unique form of LLC that allows a single legal entity to have multiple, segregated series, each with its own assets, liabilities, and members. This structure can provide several advantages, including flexibility, liability protection, and potential cost savings. To form a Series LLC, one must file the appropriate formation documents with the Texas Secretary of State, explicitly indicating that the LLC is authorized to establish series. Each series will then operate independently with its own assets, liabilities, members, and managers, while still falling under the auspices of the parent LLC's Articles of Organization. Importantly, and not to be understated, is that this type of entity requires meticulous record-keeping to ensure that each series maintains separate and distinct records, safeguarding the segregation of assets and liabilities. Mixing or sharing assets inappropriately between each series can cause the limited liability separation to fail.


Summary of the Structure and Formation of a Texas Series LLC


The flexibility of a Series LLC is an attractive option for businesses with multiple ventures or assets, as each series can have its own purpose and management structure. Designed to provide flexibility and protection for businesses with multiple ventures or assets, here's how a Texas Series LLC structure is established and maintained:


  • Single LLC Entity: A Series LLC is formed as a single LLC with the Texas Secretary of State. Within this parent LLC, multiple series can be created and folded underneath it.
  • Segregation of Assets and Liabilities: Each series operates independently, meaning the assets and liabilities of one series are separate from those of another. This segregation helps protect each series from the risks and liabilities of the others.
  • Internal Operations: Each series can have its own tax id, members, managers, and operating agreements. However, they all fall under the umbrella of the parent LLC’s Articles of Organization.


Compliance, Legal and Tax Considerations of a Texas Series LLC


Navigating the compliance and legal landscape of a Texas Series LLC can be complex, but with the expertise of Wilson Whitaker Rynell, you can ensure your business is set up for success. Properly drafting formation documents is crucial, as they must clearly indicate authorization to establish series and detail the limitations of liability for each. Additionally, meticulous record-keeping is essential to maintain the separate and distinct nature of each series’ assets and liabilities. Compliance with Texas state laws and regulations is mandatory, and it's important to note that these can differ from other states, adding another layer of complexity for interstate business operations. Wilson Whitaker Rynell's experienced attorneys specialize in Texas Series LLCs, providing the guidance needed to navigate compliance and legal considerations:


  • Formation Documents: The formation documents must clearly indicate that the LLC is authorized to establish series and detail the limitations of liability for each series.
  • Record-Keeping: Accurate and separate records must be maintained for each series to ensure the protection of assets and liabilities.
  • State Law Compliance: Series LLCs must comply with Texas state laws and regulations, which may differ from those in other states. Not all states recognize Series LLCs, which can complicate interstate business.
  • Federal Taxation: For federal tax purposes, each series within the LLC can be treated as a separate entity or as a single entity, depending on how the LLC chooses to be taxed.
  • State Taxation: Texas does not impose a state income tax on LLCs. However, each series may be subject to the Texas franchise tax if it meets certain revenue thresholds.


Practical Uses for a Texas Series LLC


A Series LLC in Texas is particularly beneficial in situations where businesses need to manage multiple ventures or assets under one legal entity while maintaining distinct and separate operations. Real estate investors, for instance, can use a Series LLC to segregate each property into its own series, protecting each property's assets from liabilities associated with the others. This structure is also advantageous for entrepreneurs running multiple business lines, as it allows them to keep finances and liabilities separate for each venture, reducing risk and improving organizational efficiency. Businesses with significant assets can leverage the Series LLC structure to safeguard their assets from the risks posed by other ventures within the same entity. Additionally, family-owned businesses can use Series LLCs to manage different branches of the business separately, ensuring that issues in one branch do not impact the others. This flexibility and protection make Series LLCs an ideal choice for companies looking to streamline operations, mitigate risks, and optimize cost efficiency. Here's how these advantages play out in specific practical uses:


  • Real Estate: Series LLCs are often used in real estate investment groups or individuals to separate different properties into distinct series, each protected from the liabilities of the others.
  • Multiple Business Ventures: Entrepreneurs with multiple business ventures often use a Series LLC to manage them under one entity while continuing to keep their finances and liabilities separate.
  • Asset Protection: Large asset businesses use Series LLCs to protect those assets from the risks associated with other ventures within the same entity.
  • Investment Funds: Series LLCs can be used to structure investment funds, where each series represents a different investment portfolio. This allows fund managers to segregate assets and liabilities associated with each portfolio, reducing risk and enhancing management efficiency.
  • Franchising: Franchisors can use Series LLCs to create separate series for each franchise location. This separation protects the franchisor and other franchise locations from liabilities arising from any single franchisee.
  • E-commerce and Online Businesses: Entrepreneurs running online stores or multiple e-commerce platforms often use the Series LLC to manage each store and each platform in separate series. This structure helps keep finances and legal matters distinct, reducing risk and simplifying accounting.
  • Family Wealth Management: Families managing various assets, such as real estate, investments, and businesses, can use a Series LLC to organize and protect these assets. Each series can represent a different asset or group of assets.
  • Joint Ventures: Companies entering into multiple joint ventures can use a Series LLC to manage each venture separately. This arrangement helps isolate the financial and legal responsibilities of each joint venture, protecting the parent company and other ventures.
  • Research and Development (R&D):Multiple R&D projects can organized as a Series LLC to segregate each project. Such separation protects projects from the liabilities of riskier or experimental endeavors.
  • Intellectual Property (IP) Holdings: Businesses with significant intellectual property portfolios can use a Series LLC to hold and manage different IP assets separately. This structure helps protect valuable IP assets from potential liabilities associated with other business activities.


Expert Series LLC Setup and Formation Legal Services in Dallas, Austin, and Houston


For those seeking to establish a Series LLC in Texas, Wilson Whitaker Rynell offers expert legal services across the Dallas, Austin, and Houston metroplex areas. Our experienced attorneys specialize in Series LLC setup and formation, ensuring your business is structured for maximum flexibility and liability protection. We provide comprehensive legal services, including drafting formation documents, maintaining accurate records, and ensuring compliance with Texas state laws. Whether you are a real estate investor, an entrepreneur with multiple ventures, or a business owner looking to protect significant assets, our team at Wilson Whitaker Rynell is here to guide you through the complexities of Series LLC formation. Trust our expertise to safeguard your investments and streamline your operations.


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Wilson Whitaker Rynell today to learn more about how a Series LLC can benefit your business!

Frequently Asked Texas Series LLC Questions

  • What is a Texas Series LLC?

    A Texas Series LLC is a unique type of limited liability company that enables the creation of multiple series within a single entity, with each series having its own distinct assets, liabilities, and members.

  • Advantages of a Texas Series LLC?

    A Texas Series LLC offers significant advantages, including cost savings by allowing multiple series to operate under one umbrella entity, reducing the need for separate filings and administrative expenses. Each series can have its own assets, liabilities, and members, providing flexibility and protection by isolating risks and liabilities within individual series. This structure is ideal for businesses with diverse operations or investments, as it simplifies management and enhances asset protection.

  • Disadvantages of a Texas Series LLC?

    A Texas Series LLC also has some disadvantages, such as potential complexity in management and bookkeeping due to the need to maintain separate records for each series. Legal uncertainties exist as not all states recognize Series LLCs, which can complicate interstate business operations and enforcement of liability protections. Additionally, the novelty of Series LLCs may result in higher legal and accounting fees to ensure compliance with evolving regulations and best practices.

  • How do I name my Texas Series LLC?

    You use the same name for each series within your Texas Series LLC, but you must include the specific name of the series in all legal documents and filings

  • Do Texas Series LLC have separate bank accounts?

    You can set up a separate bank account for each series within your Texas Series LLC by opening a new account for each series. Ensure each account is titled with the specific name of the series, and that expenses, liabilities, and income are adequately separated

  • Doe assets have limited liability protection in a Texas Series LLC?

    The assets of each series within your Texas Series LLC are generally protected from the liabilities of other series within the same entity, provided you have properly managed the entity.

  • Can the members different in each series of my Texas Series LLC?

    Each Texas Series LLC can have different members and managers.

  • How do I handle Tax EINs with my Texas Series LLC?

    Each series within your Texas Series LLC can have its own tax identification number.

  • Can I sell or transfer a series within my Texas Series LLC?

    A sale or transfer can occur within a Series LLC, but you must ensure the transfer complies with the terms of the Operating Agreement and all relevant legal requirements.

  • Can a creditor of one series go after the assets of another series in my Texas Series LLC?

    Generally, a creditor of one series within your Texas Series LLC is not able to seize the assets of another series within the same entity.

  • How do I dissolve a series in my Texas Series LLC?

    You can dissolve one series within your Texas Series LLC without dissolving the entire entity, as long as the terms of the Operating Agreement allow for such a dissolution.

  • How do I convert a Texas LLC to a Texas Series LLC?

    You can convert a Texas Series LLC to another entity type, but you must comply with the legal requirements for the new entity type and ensure that the conversion is authorized by the Operating Agreement


    1. Review the Current LLC Operating Agreement: Before converting, review the existing operating agreement to understand the structure and any provisions that need to be modified to accommodate a Series LLC.
    2. Draft an Amended and Restated Certificate of Formation: Prepare an amended and restated certificate of formation for the Series LLC, which includes the necessary provisions for establishing series within the LLC. Ensure this document complies with the Texas Business Organizations Code (BOC).
    3. File the Amended Certificate of Formation with the Texas Secretary of State: Submit the amended and restated certificate of formation to the Texas Secretary of State along with the required filing fee. This filing officially converts the LLC to a Series LLC.
    4. Amend the Operating Agreement: Create a new operating agreement or amend the existing one to reflect the series structure. This should include provisions for the management, assets, liabilities, and members of each series.
    5. Update Internal Records: Maintain separate records for each series to ensure clear segregation of assets, liabilities, and operations. This is crucial for maintaining the liability protection of each series.
    6. Notify Members and Stakeholders: Inform all members and stakeholders of the conversion and provide them with the updated operating agreement and relevant documentation.
    7. Update Business Licenses and Permits: If necessary, update any business licenses or permits to reflect the Series LLC structure. This may involve notifying local and state agencies of the change.
  • How do I add a new series to my Texas Series LLC?

    Adding a new series to your Texas Series LLC requires amending the LLC’s Operating Agreement with a new Designation of Series and filing an Assumed Name Certificate with the Secretary of State.

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The Wilson Legal Group are Dallas attorneys that specializes in Patents, Trademarks, Copyrights, Trade Secrets, Complex Litigation, Business/Corporate Law, Family Law and Real Estate Law. At the Wilson Legal Group, our clients are our focus. Our philosophy is simple and straight-forward: Understand our clients' needs, hopes, and interests in order to help them flourish. Our staff strives to build strong relationships with our clients in order to appreciate their best interests and help them achieve their goals.

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