One business structure option that's gaining popularity among many businesses, particularly those in the real estate sector, is the Series Limited Liability Company (LLC). It's a unique structure that offers flexibility, cost-effectiveness, and crucially, liability protection. Each 'series' or 'cell' within a Series LLC operates as its own entity with its own assets, liabilities, and members, independent of the others. This allows businesses to manage risk effectively and streamline operations. 

As a seasoned business law attorney based in Collin County, Texas, I'm here to guide you through the intricacies of Series LLC Formation. Whether you're contemplating forming a Series LLC or looking to transition from a traditional LLC to a Series LLC, I can help.

My practice encompasses various aspects of business law, including business formation, commercial real estate, negotiating insurance claims, and business disputes. In my experience, a Series LLC can be an efficient way for a real estate company to own multiple properties, each as a separate series subsidiary, protecting each property from the liabilities of the others. Let's explore this innovative business structure together. 

What Is a Series LLC?

A Series LLC, or Series Limited Liability Company, is a business structure that I often recommend to clients with multiple subsidiaries or divisions. It's like an umbrella organization that allows for the creation of separate series or cells within the company, each with its own assets, liabilities, and members. These series operate independently, shielding the assets of one series from the liabilities of another. 

This type of LLC is often chosen by businesses that have multiple lines of business, real estate investments, or different subsidiaries. It allows for the separation of assets and liabilities, reducing the risk of one series affecting the others. This structure is particularly beneficial for businesses that want to streamline their operations, protect their assets, and minimize administrative and legal costs. 



Benefits and Drawbacks of a Series LLC

One of the main benefits of a Series LLC is the liability protection it offers. Since each series within the LLC is treated as a separate entity, the liability of each series is limited to its own assets. This means that if one series faces legal issues or financial difficulties, the other series is not affected, which can be a significant advantage in managing risk. 

Another advantage of a Series LLC is the flexibility it provides. Each series can have its own members, managers, and business activities, allowing for greater customization and the ability to adapt to changing business needs. Additionally, forming a Series LLC can be cost-effective compared to establishing separate LLCs for each series. 

However, like any business structure, there are also drawbacks to consider:

  • Not all states recognize Series LLCs, so it may not be a viable option depending on where your business operates.

  • The legal and administrative requirements for maintaining a Series LLC can be more complex than a traditional LLC. Each series must maintain separate accounting records and file separate tax returns, which can add to the administrative burden. 

The Process of Forming a Series LLC

Forming a Series LLC involves several steps. First, you need to choose a state that recognizes Series LLCs and file the necessary formation documents with the state's Secretary of State office. These formation documents typically include the Articles of Organization, which outline the basic details of the Series LLC, such as its name, registered agent, and purpose. 

Once the Series LLC is formed, you will need to create separate series within the LLC. This is done by drafting and adopting an Operating Agreement that establishes the rights, powers, and duties of each series. The Operating Agreement should clearly define the assets, liabilities, and members of each series. 

It's crucial to consult with an attorney during the formation process to ensure compliance with state laws and to draft the necessary legal documents accurately. That's where I come in. I can guide you through the process and the legal implications and help ensure that your Series LLC is properly structured and protected. 

How I Can Assist During Your Series LLC Formation

As an attorney experienced in business law, I provide valuable assistance throughout the Series LLC formation process:

  • I help you understand the legal requirements and implications of forming a Series LLC in your jurisdiction.

  • I guide you through the necessary steps, such as filing the formation documents and drafting the Operating Agreement. 

  • I assist in customizing the Operating Agreement to meet your specific business needs. This includes defining the rights, powers, and duties of each series, as well as addressing any unique considerations or requirements. I ensure that the Operating Agreement accurately reflects your intentions and provides the necessary protection for your business. 

  • I advise on ongoing compliance and maintenance requirements for your Series LLC. This includes keeping separate accounting records, filing separate tax returns, and maintaining the legal separation between series.

Ultimately, I'm available to answer any questions or concerns you may have throughout the life of your Series LLC. My goal is to make the process of forming a Series LLC as straightforward and stress-free as possible. 


Whether you're contemplating forming a Series LLC, transitioning from a traditional LLC, or simply seeking to understand the implications of each structure, I'm here to guide you every step of the way. Don't hesitate to reach out to me, Laird Morgan, Lawyer, if you need any assistance or have questions about how a Series LLC might benefit your business. Together, let's strategize for your business's future.