Sec. Should you wish to have more flexibility and protection, you may instead form a Delaware LLC even if you operate in Texas. If you care to add to the discussion or have questions about any of this, dash them off in the comments section below. However, there are no disadvantages to choosing a series LLC over a standard LLC, even if you don't currently have a need for a series company. Because of the depth of startup activity in California, which might translate to more sophisticated case and statutory law, forming a non-DE startup there might make more sense than it would in Texas. See 4 reasons to avoid them. Assumed Name Filing – Like Alabama and Delaware, Texas series LLCs can name individual series as the members or managers see fit. Sec. So if you’re looking into forming an LLC or series LLC, take the time to study Texas, Nevada, and Delaware in greater depth. The Delaware Series LLC vs. Other States. While most people are familiar with the limited liability company (LLC), few are familiar with a variation of the traditional LLC called a Series LLC. Here’s the why the Delaware Series LLC is repeatedly favored by individuals across the country and around the world. Delaware is a popular state of domicile for those interested in creating a Series LLC, but there are other options to choose from. 18-215(a) provides that a Delaware LLC can establish in its LLC agreement series of members, managers, LLC interests, or assets. A series limited liability company, commonly known as a series LLC and sometimes abbreviated as SLLC, is a form of a limited liability company that provides liability protection across multiple "series" each of which is theoretically protected from liabilities arising from the other series. Under Delaware law, a limited liability company (LLC) may be composed of an individual series of membership interests. There’s a lot of talk about Series LLCs and people are wondering if they’re a smart idea. Until that point, a standard LLC should suffice. • As in Texas, the owners of a Delaware LLC are called Members and are analogous to stockholders of a Delaware corporation. Since the Texas Series LLC was authorized by the 81st Texas Legislature in 2009, subsequent amendments were made to further enhance Texas’s reputation as a state that is amenable to business and recognizes the importance of asset protection.

These changes, signed into law as Senate Bill 183 in July of 2018, include the creation of a new kind of series—the registered series—that looks to resolve certain problems arising from previous Delaware statutory law. In July 2009 I wrote this post about Texas’ adoption of the series limited liability company. The Delaware Series LLC has undergone a round of important changes set to take effect on August 1, 2019. Because of the advantages of forming an LLC in Texas, over 60,000 new LLCs are formed in the state each year. Series LLCs first became available in Texas in 2009 but have been offered in Delaware since 1996. (Delaware LLC … A series LLC in Delaware is a special type of LLC that provides specific liability and tax benefits to its owners and members.The series LLC consists of a master LLC and one or more individual series LLCs that branch off from it. This type of entity is referred to as the Delaware series LLC. If operated properly the debts, liabilities, obligations, and expenses incurred with respect to a particular sub-series are enforceable only against the assets owned by that particular sub-series, and are not enforceable against the assets of the LLC … 18-215 of the LLC Act is the original section governing Series LLCs. But to conduct business in the name of the series, Texas law requires the filing of an assumed name certificate. Form a Delaware Series LLC Now. A Texas Series LLC is a limited liability company (LLC) that has the ability to create one or more sub-series within a single LLC structure. 28 29. Recently, I reviewed a certificate of formation for a Texas series LLC on the Texas Secretary of State’s website that failed to include the notice of limitation required by §101.602(b)(3) of the Texas Business Organizations Code. The short answer is that they aren’t. What to Name a Series of a Series LLC. Like the traditional Texas LLC, limited partnerships, and corporations, the Series LLC is governed by Chapter 101 of the TBOC. Note: The DE-related info in this post is really applicable to startups based in any state, but I’m speaking mostly to Texas entrepreneurs, particularly in Austin, in writing this. If you want to learn more about the basics of series LLCs, check out our What is a Series LLC page.. I hope the above information has been a useful primer for you. LIMITED LIABILITY COMPANIES [EGAN ON ENTITIES Chapter 5] LLC Vocabulary – Delaware • LLCs formed under Delaware law are governed by the Delaware Limited Liability Company Act (the “DLLCA”).

Statutory Authority. What are the advantages of a Delaware LLC? The.