Series LLC by State: The 2026 Map (Florida Joins July 1)

Q: Which states allow series LLCs in 2026?

As of April 2026, the states that have enacted series LLC statutes include Delaware, Illinois, Iowa, Kansas, Missouri, Montana, Nevada, Oklahoma, Tennessee, Texas, Utah, and Wisconsin. Florida's series LLC law takes effect July 1, 2026, making Florida the thirteenth state to formally authorize series LLCs. Puerto Rico and the District of Columbia also permit series LLCs. Wyoming does not have a true series LLC statute but offers a close LLC structure that approximates some series LLC benefits. Always confirm current state law with a licensed attorney before forming any entity.

Q: Does Florida allow series LLCs?

Florida's series LLC legislation was enacted and takes effect July 1, 2026. Beginning on that date, Florida-formed LLCs may establish protected series under the master LLC. This is significant for Florida real estate investors who previously had to maintain separate LLCs for each property. The Florida structure is modeled on the protected series model. Consult a licensed Florida attorney for guidance specific to your situation before forming a series LLC in Florida.

Q: What is the difference between a protected series LLC and a registered series LLC?

A protected series LLC is a series that exists within the master LLC's organizational documents (the operating agreement). It is not a separately filed entity. A registered series LLC, introduced by Delaware in 2019, is a series that files its own Certificate of Registered Series with the state and receives its own state-assigned identifier. Registered series have stronger inter-series liability isolation, greater recognition in third-party transactions (banking, contracts), and a clearer standing to sue in their own name. Most states offering series LLCs offer the protected (unregistered) model. Delaware currently offers both.

Q: How does a series LLC file taxes?

Federal tax treatment of series LLCs is unsettled. The IRS has issued proposed regulations (REG-119921-09) treating each series as a separate entity for federal tax purposes if it is treated as separate under state law, but those regulations have not been finalized as of April 2026. Many practitioners file each series as a separate Schedule E or on a separate return, while others file consolidated under the master. State tax treatment varies: some states (Illinois, Texas) have issued guidance treating each series as a separate taxable entity; others have not. The tax complexity of a series LLC is one of the strongest arguments for consulting a CPA before formation.

Q: Can I convert my existing separate LLCs into a series LLC?

Converting existing separate LLCs into a series LLC structure is legally possible in most series LLC states but is not a simple administrative filing. It typically requires forming a new master LLC, transferring assets from each existing LLC into a corresponding series, and then dissolving the original LLCs. Each transfer may have tax consequences, including potential recognition of gain if the property has appreciated. The conversion process should be handled by a licensed attorney and CPA working together. Do not attempt this without professional guidance.

Q: Is a series LLC better than holding multiple separate LLCs?

For real estate investors with four or more properties in a single state that allows series LLCs, a series LLC may offer meaningful advantages: one state filing fee for the master LLC, one registered agent fee, and potentially lower annual report costs. The tradeoff is legal uncertainty (inter-series liability walls are largely untested in court), tax complexity, and limited banking recognition. For investors with one or two properties, or with properties across multiple states, separate LLCs often remain the cleaner and better-recognized approach. This comparison depends heavily on your specific situation and the laws of your state.

Q: Are series LLCs recognized in states that don't have series LLC laws?

This is one of the central practical limitations of series LLCs. A series LLC formed in Delaware may not be recognized as a series structure in a state like California or New York that has no series LLC statute. When a series LLC conducts business in a non-series state, the non-series state may treat the series as an ordinary LLC (or as multiple separate LLCs requiring separate registrations). Real estate investors using a series LLC for properties in non-series states face significant uncertainty. This is a critical point to discuss with a licensed attorney before relying on a series structure for cross-state property portfolios.

If you own four or more rental properties, a single lawsuit filed against one of them can cascade through your entire portfolio unless each property sits inside its own liability wall. The series LLC was designed to solve exactly that problem. But in 2026, which states actually allow it, how does it work, and does it hold up when a creditor pushes back? This guide covers every state on the current series LLC map, including the breaking update most guides have missed: Florida joins July 1, 2026.

"I had four rentals under one LLC because my accountant said it was simpler. Then a tenant slipped on property number two and sued for $400,000. My attorney told me all four properties were exposed. If I had structured this differently from the start, only one property would have been at risk." Paraphrased from a recurring pattern of accounts shared by real estate investors in online forums and investor communities discussing LLC structuring decisions made before their first major liability event (various forums, 2023–2025).

What a Series LLC Actually Is

A series LLC is a single legal entity that contains multiple sub-units called "series" (sometimes called "cells" or "protected series"), each of which is intended to hold separate assets with separate liability walls between them. Think of the structure as a file cabinet: the master LLC is the cabinet, and each individual series is a separate locked drawer. A creditor who gains access to one drawer is not supposed to reach the others.

The core components of any series LLC are:

The master LLC. The top-level entity formed with the state. It files articles of organization and pays state filing fees like any standard LLC. It holds no assets of its own in a properly structured series arrangement.
Individual series. Each series holds a distinct asset (typically one property, one business line, or one investment) and carries its own liabilities. In most states, a series does not require a separate state filing and is established through the master LLC's operating agreement.
Separate records and accounting. For the liability wall between series to be respected, each series must maintain its own records, its own bank account, and its own accounting. Commingling across series is one of the fastest ways to lose the inter-series protection.

The legal theory behind a series LLC is that liabilities incurred by one series attach only to the assets of that series, not to the assets of the master LLC or other series. In practice, this theory has been tested in bankruptcy proceedings more than in state tort litigation, and the results are broadly favorable but not universal.

Key legal point: Inter-series liability protection is a statutory creation. It exists only in states that have enacted series LLC legislation. If you form a series LLC in a series state and then own property in a non-series state, the non-series state may not recognize or honor the inter-series wall. This is one of the most critical limitations of the structure.

Series LLC States List 2026: The Full Map

As of April 2026, the following jurisdictions have enacted legislation authorizing series LLCs. This list reflects enacted statutes; not all states treat series LLCs identically, and the strength of inter-series liability protection varies by state statute and court interpretation. Always verify current state law with a licensed attorney before forming any entity.

State / Jurisdiction	Year Enacted	Series Type Available	Notable Notes
Delaware	1996	Protected + Registered (2019)	The original series LLC state. Delaware offers both unregistered protected series and registered series (with separate state filing). Most sophisticated structure available.
Illinois	2005	Protected series	One of the first states to follow Delaware. Illinois treats each series as a separate entity for state tax purposes.
Iowa	2005	Protected series	Midwest option with a straightforward statute. Limited court precedent.
Kansas	2007	Protected series	Solid statutory framework. Limited judicial history on inter-series disputes.
Missouri	2013	Protected series	Missouri's statute is modeled on later-generation series LLC legislation.
Montana	2011	Protected series	Less commonly used. Limited judicial precedent in the state.
Nevada	2005	Protected series	Nevada's broader LLC-friendly framework makes it a popular choice for asset protection. No state income tax is an additional consideration.
Oklahoma	2004	Protected series	Early adopter. Oklahoma's statute is similar in structure to other Midwestern series states.
Tennessee	2006	Protected series	Tennessee's statute explicitly provides for inter-series liability separation in the text of the law.
Texas	2009	Protected series	Texas treats each series as a separate taxable entity for state franchise tax purposes. Active series LLC market, particularly for real estate investors.
Utah	2013	Protected series	Utah's series LLC statute is part of its revised Uniform LLC Act adoption.
Wisconsin	2021	Protected series	One of the more recent adopters. Wisconsin's statute follows the 2017 Uniform Protected Series Act model.
Florida	2026 (eff. July 1)	Protected series	BREAKING: Florida's series LLC law takes effect July 1, 2026. Significant for Florida real estate investors. See dedicated section below.
Wyoming	N/A	Close LLC (approximate)	Wyoming does not have a true series LLC statute. Wyoming's "close LLC" structure permits flexible management arrangements but does not create inter-series liability walls. Often incorrectly described as a series LLC alternative.
Puerto Rico	2009	Protected series	Series LLCs permitted under Puerto Rico's LLC act. Less commonly used in the US mainland investor market.
District of Columbia	2010	Protected series	D.C. allows series LLCs. Useful for businesses with a genuine D.C. nexus.

States that do NOT currently allow series LLCs include California, New York, Georgia, North Carolina, Virginia, Colorado, Arizona, and most other states not listed above. Forming a series LLC in a non-series state is not possible. Registering a series LLC formed in a series state to do business in a non-series state creates significant structural uncertainty.

Why this list matters right now: Most series LLC guides published before April 2026 do not reflect Florida's pending statute. If you are a Florida-based real estate investor or attorney researching series LLC options, the July 1, 2026 effective date is the most significant development in the series LLC landscape in several years.

Florida Joins July 1, 2026: What It Means for Florida Real Estate Investors

Florida's new series LLC legislation represents the most meaningful expansion of the series LLC states list since Wisconsin's 2021 adoption. Florida has one of the largest real estate investor communities in the country, and the absence of a series LLC statute had long been a structural limitation for investors seeking to compartmentalize property-level risk within a single formation.

Beginning July 1, 2026, Florida LLCs may establish protected series within the master LLC structure. Each series may hold separate assets (such as individual rental properties) with liability intended to be isolated to that series. The Florida structure follows the protected series model, meaning individual series are not separately filed entities but are established through the master LLC's operating agreement.

What this means in practical terms for Florida real estate investors:

One formation, multiple liability buckets. A Florida investor with four rental properties may be able to hold all four inside a single master LLC, with each property in its own series, rather than forming and maintaining four separate LLCs. This may reduce formation costs, registered agent fees, and annual report filing obligations.
Savings are real but not unlimited. Florida's annual report fee applies at the master LLC level. Whether the savings over maintaining multiple separate LLCs are meaningful depends on the number of properties and the investor's current structure.
The July 1 date matters for planning. LLCs formed before July 1, 2026 will need to evaluate whether and how to convert or restructure into a series framework. Consult a licensed Florida attorney before taking any action.
The statute is new. Florida courts will not have case law interpreting the series statute for some time. Investors who want to rely on the inter-series liability wall should understand that this is uncharted legal territory in Florida specifically, even though the protected series model has been in use in other states for nearly two decades.

Attorney caveat: The details of Florida's series LLC statute, including its specific requirements for series record-keeping, operating agreement language, and inter-series liability mechanics, should be reviewed with a licensed Florida attorney before any Florida series LLC is formed or restructured. This article provides general educational information only.

Protected Series LLC vs Registered Series LLC

Most people researching series LLCs encounter only one version of the structure. Delaware's 2019 amendment introduced a second version that is worth understanding, particularly for investors and operators who want the strongest possible structural clarity.

Protected Series LLC

Series is established in the master LLC's operating agreement only
No separate state filing for each series
No separate state-issued identifier
Liability wall is statutory but series is not independently registered
Banks and lenders may require additional documentation to recognize the series
Available in all series LLC states
Lower administrative overhead per series

Registered Series LLC (Delaware only)

Each series files a Certificate of Registered Series with Delaware
Series receives its own state-assigned file number
Stronger third-party recognition (banking, contracts, title)
Clearer standing for the series to sue or be sued in its own name
Stronger inter-series liability wall on paper
Available only in Delaware as of April 2026
Additional filing fee per registered series

For most real estate investors, the protected series model available in their home state is the starting point. The registered series model is most relevant to investors and operators who need the series to be independently recognized in formal transactions, such as taking a mortgage on a specific property or entering contracts in the series's own name.

The core practical difference: a registered series has a paper trail that third parties (banks, title companies, courts) can independently verify. A protected series relies entirely on the language of the master LLC's operating agreement and the state statute for its recognition.

Best Use Case: The Multi-Property Real Estate Investor

Series LLCs were built for a specific kind of investor, and the fit is sharpest when the facts align with the following profile:

Four or more properties in the same series LLC state
Similar property types (residential rentals, not a mix of commercial and residential that complicates accounting)
Properties that will not be sold quickly (the series structure adds friction to clean title transfers)
An investor willing to maintain separate records and bank accounts per series
Properties being financed through lenders who accept series LLC ownership (some institutional lenders are reluctant)

A portfolio of five single-family rental properties, all in Texas, where each property carries its own lease, its own maintenance account, and its own operating agreement schedule, is close to the ideal use case for a Texas series LLC. The investor holds one formation, one registered agent, and one annual franchise tax filing while keeping each property's liabilities isolated from the others.

The financial case becomes clearer as the portfolio scales. At five separate LLCs, the investor is maintaining five registered agent fees, five annual report filings, and five sets of bank accounts and operating agreements. A series LLC consolidates that overhead at the master level while maintaining the per-property separation that asset protection may require.

When NOT to Use a Series LLC

The series LLC is not the right structure in every situation. The following scenarios are where separate LLCs often remain the stronger choice:

Single-property investors. The series structure adds administrative complexity with no liability benefit for a single-asset owner. A standard single-member LLC is simpler and equally protective.
Properties in multiple states. If you own properties in five states and only two of those states allow series LLCs, the series structure does not extend protection to the properties in non-series states. Separate LLCs formed in each property's state may provide cleaner protection.
Non-real-estate businesses. While series LLCs are legally available for any business type, they are most commonly understood and used in the real estate context. Banks, lenders, and business partners in other industries may be unfamiliar with the structure and less willing to transact with an entity they cannot independently verify.
Investors seeking institutional financing. Many institutional lenders and some commercial banks are reluctant or unwilling to lend to a series or master LLC because their title and underwriting processes are not set up to handle the structure. If you need conventional financing on your properties, verify lender acceptance before committing to a series structure.
High-liability commercial operations. For businesses facing significant litigation risk beyond property-level tort claims, the series LLC's unproven inter-series wall may be less reliable than the well-tested liability protection of fully separate LLCs.

Common Traps That Collapse the Liability Wall

The series LLC's inter-series liability protection is entirely dependent on how the structure is maintained. Courts and creditors look for these failure points, and any one of them can give a plaintiff the argument they need to reach assets in other series.

Commingling assets or funds across series

Each series must have its own bank account. Income from property one goes into series one's account. Expenses for property two are paid from series two's account. If a single account handles transactions for multiple series, the financial separation that the liability wall depends on has been erased. This is the most common and most damaging error in series LLC maintenance.

Missing or inadequate operating agreement provisions

The master LLC's operating agreement must explicitly establish each series, designate the assets belonging to each series, and set out the management and governance terms for each. A generic LLC operating agreement downloaded from the internet does not include series provisions. Each series also typically benefits from its own series-specific schedule or exhibit. Using a generic operating agreement with a series LLC structure is a significant risk.

One bank account shared across all series

This is distinct from commingling as a concept but identical in consequence. Even if the operating agreement is perfect, running all rental income and expenses through one account collapses the factual basis for inter-series liability separation. Each series needs its own dedicated account from day one.

Tax filing confusion

Federal tax treatment of series LLCs is not settled law. The IRS's 2010 proposed regulations (not yet finalized) would treat each series as a separate entity for federal tax purposes in certain circumstances. State treatment varies by state. Filing all series income on a single return may conflict with states (like Illinois and Texas) that treat each series as a separate taxpayer. This is an area where working with a CPA experienced in series LLC taxation is not optional.

Using a series LLC in non-series states

If the master LLC is formed in Delaware but holds a property in Georgia, Georgia does not have a series LLC statute. Georgia courts are not obligated to honor the inter-series liability wall that Delaware created. The property in Georgia may receive the same liability protection as a regular Delaware LLC registered to do business in Georgia, but the series-specific wall may not be enforceable there. Before relying on a series structure for cross-state properties, have a licensed attorney in each relevant state review the implications.

Series LLC Versus Multiple LLCs: The Honest Comparison

The choice between a series LLC and multiple separate LLCs is not as clear-cut as most promotional articles suggest. Here is the comparison investors and operators should actually run:

Factor	Series LLC	Multiple Separate LLCs
Formation cost (initial)	One master filing fee	Separate filing fee per LLC
Annual maintenance costs	One annual report for master (some states charge per series)	Separate annual report per LLC
Registered agent fees	One fee for master LLC	Separate fee per LLC
Inter-asset liability wall	Statutory but largely untested in tort litigation	Fully tested; separate LLC walls are well-established
Bank account requirements	Separate account per series required	Separate account per LLC required
Lender/bank recognition	Some lenders reluctant or unwilling	Standard; no lender learning curve
Cross-state property coverage	Only in series-enabled states	Works in all 50 states
Tax complexity	High; federal treatment unsettled	Standard; well-understood treatment
Administrative burden at scale	Scales more efficiently at 4+ properties in one state	Administrative work multiplies with each LLC
Attorney and CPA familiarity	Variable; requires specialists in series structures	Universal familiarity

The honest summary: for a real estate investor with four or more properties in the same series LLC state, the series LLC is worth a serious conversation with an attorney who has actually formed and maintained them. For investors with one or two properties, properties in multiple states, or businesses outside real estate, separate LLCs remain the more reliable and universally understood choice.

Disclaimer: We are a document preparation service, not a law firm, CPA, or financial advisor. This article is general information about series LLC formation across US states. It is not legal, tax, or financial advice. Consult a licensed attorney and CPA for guidance specific to your situation.

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Frequently Asked Questions

Which states allow series LLCs in 2026?

As of April 2026, the following states have enacted series LLC statutes: Delaware, Illinois, Iowa, Kansas, Missouri, Montana, Nevada, Oklahoma, Tennessee, Texas, Utah, and Wisconsin. Florida joins on July 1, 2026. Puerto Rico and the District of Columbia also allow series LLCs. Wyoming does not have a true series LLC statute but offers a close LLC structure with limited overlap in purpose. The remaining states do not currently authorize series LLCs.

Does Florida allow series LLCs?

Florida's series LLC statute takes effect July 1, 2026. Starting on that date, Florida LLCs may establish protected series under the master entity. Florida real estate investors with multiple properties in the state may benefit from reviewing this option with a licensed Florida attorney. The statute is new and will not have judicial interpretation for some time, which is a practical consideration for early adopters.

What is the difference between a protected series LLC and a registered series LLC?

A protected series exists in the master LLC's operating agreement only, with no separate state filing. A registered series (available in Delaware) files its own Certificate of Registered Series with the state, receives a unique identifier, and has stronger third-party recognition. Most series LLC states offer only the protected model. Delaware offers both. Registered series are more suitable for transactions requiring the series to have an independently verifiable identity, such as mortgage financing or title transfer.

How does a series LLC file taxes?

Federal tax treatment of series LLCs is not fully settled. The IRS issued proposed regulations in 2010 that would treat each series as a separate entity in certain circumstances, but those regulations had not been finalized as of April 2026. State treatment varies: Illinois and Texas treat each series as a separate taxpayer; other states have not issued clear guidance. Working with a CPA who has experience with series LLC tax filings is strongly advisable before forming or restructuring into a series structure.

Can I convert my existing separate LLCs into a series LLC?

Conversion is legally possible in most series states but is not a simple administrative change. It typically involves forming a new master LLC, transferring assets from each existing LLC into the corresponding series, and dissolving the original LLCs. Each asset transfer may have tax consequences, particularly for appreciated real estate. This process requires coordination between a licensed attorney and a CPA and should not be approached without professional guidance.

Is a series LLC better than holding multiple separate LLCs?

For investors with four or more properties in the same series LLC state, the series structure may reduce formation and ongoing administrative costs while maintaining per-property liability separation. For investors with fewer properties, properties in multiple states, or businesses outside real estate, separate LLCs remain the more tested and universally recognized approach. The right answer depends on your specific situation, the states where your properties are located, and your financing needs.

Are series LLCs recognized in states that don't have series LLC laws?

This is one of the most important limitations of the structure. A series LLC formed in a series state may not be recognized as a series in a non-series state. When a series LLC holds property or conducts business in a non-series state, that state may treat the series as an ordinary LLC, disregard the inter-series walls, or require separate entity registrations. Investors using a series LLC for properties in non-series states should have a licensed attorney in each relevant state review the implications before closing on any property or conducting business there.

Sources and notes: State series LLC statutes referenced include Delaware LLC Act (6 Del. C. § 18-215), Illinois LLC Act (805 ILCS 180/37-40), Texas Business Organizations Code (Ch. 101, Subch. M), Nevada Revised Statutes (Ch. 86), Wisconsin Statutes (Ch. 183), and the 2017 Uniform Protected Series Act. Florida's series LLC legislation: Florida Statutes Ch. 605 (as amended, effective July 1, 2026). IRS Proposed Regulations REG-119921-09 (series LLC federal tax treatment, 2010, not finalized as of April 2026). Delaware's registered series legislation effective August 1, 2019. Series state list reflects enacted statutes as of April 2026; verify current state law with a licensed attorney before forming any entity. This article is educational only and is not legal, tax, or financial advice. Consult a licensed attorney and CPA for guidance specific to your situation.