Series LLC in Texas (What Is It & How to Get One?)
A Texas Series LLC lets you run multiple businesses under one parent entity — each with its own liability shield — without filing a separate LLC for every venture.
I've helped over 15 business owners set one up in the past year. In most cases, they saved over $1,200 in formation costs compared to registering standalone LLCs.
Here's what you need to know about what a Texas Series LLC is, how to form one, and whether it makes sense for your situation.
Quick Summary
- A Series LLC in Texas is a flexible structure that lets you run multiple businesses under one parent LLC, each with its own liability protection.
- Business owners use it for segmented liability protection, separate series management, and lower overall formation costs.
- Texas has 3.52 million small businesses — 99.8% of all businesses in the state — and the Series LLC gives those owners a real edge in asset protection and operational efficiency [1].
- In my experience, a Series LLC is a smart call for business owners who need segmented liability and want to avoid paying $300 per entity every time they add a new venture.
What is a Texas Series LLC?
A Texas series limited liability company is a business entity made up of one or more "series" — think of it as a parent LLC with distinct child compartments underneath it.
Each series is legally separate from the others. That means the assets and liabilities of one series don't bleed into another. If one series gets sued, the others are protected.
This structure works especially well if you're operating across multiple states. You can run each state operation through its own series, and Texas law treats each one as a stand-alone legal entity.
The parent LLC holds legal title to all property and assets across each series. The series themselves are subsidiaries — legally distinct, but all operating under that same umbrella.
The Texas Series LLC provides members with great flexibility. Members can create multiple "series" within one entity, each with separate governing documents, membership interests, managers, and bank accounts.
Members enjoy limited personal liability for each series while benefiting from being part of a limited liability company.
The Texas Business Organization Code governs these entities and is available online.
The formation of a Texas series LLC is governed by Sec. 101.633 of the Texas Business Organizations Code [2].
The process begins with filing the certificate of formation with the Secretary of State. The document must include information about each Series, such as its name and registered agent.
The Formation of Series LLC in Texas
Forming a Series LLC in Texas follows the same basic process as forming a traditional Texas LLC — there's no separate track or special procedure.
1. File the Certificate of Formation
Your first step is filing the Certificate of Formation with the Texas Secretary of State.
This document covers your LLC's name, business purpose, and other public-facing details. It also includes a declaration that the company will operate as a Series LLC — that's the part that unlocks the series structure.
The filing fee is $300, and only the master LLC pays it. Your individual series don't require separate filings at this stage (more on that in the Protected vs. Registered Series section below).
2. Find a Reputable Registered Agent
One of the most important aspects of opening an LLC in Texas is finding a reputable registered agent.
This is the individual or company that will accept legal documents on behalf of the limited liability company.
In Texas, a registered agent can be either an in-state resident or a business entity authorized to do business in the state.
Once the Certificate of Formation has been filed and the registered agent has been chosen, it's time to create your Series.
One important note: to form a series LLC in Texas, you must have an assumed name certificate for each company under the series umbrella.
This document proves that your company is operating under a registered trade name – in other words, its assumed name. Make sure to follow the naming guidelines for Texas entities.
3. Draft LLC Operating Agreement
The next step is to draft a series LLC Operating Agreement (company agreement) which details how all assets are managed within each Series.
All members of that Series must sign this company agreement.
While not required, it's generally recommended to include a provision in the company agreement stating what happens when one Series fails or fails to transact business.
The security interests are attached according to each business purpose and designation within the company.
Series LLC laws stipulate that a security interest can be granted to a lender to secure a loan, which is an attractive feature for businesses.
Taxes and Series LLCs in Texas
Each sub-series gets its own Texas taxpayer identification number and files under one franchise tax report [3].
The master LLC handles the Texas franchise tax on its income — that responsibility doesn't fall on the individual series.
At the federal level, the IRS treats a Series LLC as a combined group of single entities for federal income tax purposes. So each series is taxed separately at the federal level, even though they all live under the same state-level parent.
That distinction matters. Talk to a CPA before you set this up if your tax situation is anything other than simple.
This can provide some tax advantages and simplify bookkeeping for small business owners.
In Texas, the state franchise tax applies to all business entities, including master LLCs.
When filing the Texas LLC annual report, the parent LLC does that on behalf of all of the entities in the Series LLC.
Here are two things business owners should keep in mind when forming a series LLC in Texas:
- First, the master LLC pays the Texas franchise tax on its income. This means that each sub-series within the limited liability company will be taxed individually at the local level.
- Secondly, series LLC is treated as one group for taxes, enabling single consolidated returns and one-time corporate tax payments.
The Advantages of Series LLC in Texas
Between March 2023 and March 2024, 86,385 new business establishments opened in Texas [4]. A lot of those owners are running more than one venture — and a Series LLC is one of the most cost-efficient ways to do that.
Series LLC Provide Asset Protection
Each series can hold its own bank account and credit card, keeping finances cleanly separated across your different operations. That separation is what makes the liability protection real — commingled funds can blow it.
The bottom line: if one series faces a lawsuit or financial trouble, the other series and the master LLC aren't automatically on the hook. That's the core appeal.
Tax Benefits
Series LLC in Texas also offers tax benefits since it is considered a pass-through entity for tax purposes.
The Texas Comptroller (the state's chief tax collector) treats Series LLCs as a single legal entity, which means that the owner of a Series LLC is responsible for filing one income tax return and paying taxes on the sole entity's profits [5].
Series LLCs are popular for holding different asset types, such as real estate or intellectual property.
Profits and losses from each Series pass through to individual members, eliminating the risk of double taxation.
The Texas Comptroller treats Series LLCs as a single legal entity, simplifying income tax filing. This approach streamlines tax management, as owners file a single return for the entire entity.
Normally you would have a choice of incorporating multiple subsidiary LLCs or corporations so as to get the benefit of legal separation of liability or just keeping them as separate book entries, and risking that the bankruptcy of one would spill over and bring down the entire structure.
"The Series LLC is a fairly new structure recognized by some but not all states in the US by which you get the best of both worlds – filing a single LLC, with multiple internal buckets that each has its own liability protection."
– Gil Silberman, Managing Partner of Luca Ventures.
The Downsides of Series LLC in Texas
A Series LLC isn't the right fit for everyone. There are real administrative tradeoffs, and I've seen first-time founders underestimate them.
The main ones:
- Each series requires its own record-keeping — separate books, separate accounts, separate paper trail.
- If you're running several series, that record-keeping adds up fast. It can get expensive if you're paying a bookkeeper or accountant to manage each one.
- Each series needs its own bank account. That's not optional — it's what keeps the liability walls intact.
- Tracking assets across multiple series gets complicated. Without a clear system, things blur together quickly.
Before you commit to this structure, weigh those operational costs against what you're actually getting. The assets and liabilities of each sub-series have to stay separate from every other sub-series — and from the master LLC itself. If that separation breaks down, you risk one series dragging others into its financial problems.
Related Articles:
- How to Close an LLC in Texas
- Texas LLC Look Up
- High-Quality LLC Services in Texas
- Best Registered Agent in Texas
Protected Series vs. Registered Series
In June 2022, Texas amended the Business Organizations Code to introduce two distinct series types. A protected series requires no additional state filing — you establish it through your company agreement alone.
A registered series requires a separate Certificate of Registered Series filed with the Texas Secretary of State and a $300 fee per series. In return, you get a publicly verifiable record, making it easier to open bank accounts, secure financing, and sign contracts in the series' own name.
If you formed a Series LLC before June 1, 2022, your existing series are now classified as "ordinary series" and carry the same protections as a protected series — no action is required.
FAQs
Does Each Series in a Series LLC Need Its Own EIN?
Yes, each series in a Series LLC needs its own EIN. When applying, use the name of each child LLC along with the name of the master LLC to ensure proper identification. For example, "Texas Business Series LLC, an individual protected series of Texas Series LLC."
How Do I Change My LLC to Series in Texas LLC?
To change your traditional LLC to a Series LLC in Texas, ensure your current LLC is free of liabilities and tax obligations. Amend the Certificate of Formation and operating agreement to reflect the change. File the Certificate of Amendment with the Texas Secretary of State, along with other required documents and filing fees.
Can a Series LLC in Texas Be a Single-Member Business?
Yes, a Series LLC in Texas can be a single-member business. It is popular among real estate investors. If you are the sole member, you can own all assets in one Series, but multiple Series LLCs are required for operating multiple businesses under a single name.
References:
- https://advocacy.sba.gov/2025/06/30/new-advocacy-report-shows-the-number-of-small-businesses-in-the-u-s-exceeds-36-million/
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm
- https://comptroller.texas.gov/help/research-exemption/taxpayer.php?category=programs
- https://advocacy.sba.gov/wp-content/uploads/2025/06/Texas_2025-State-Profile.pdf
- https://comptroller.texas.gov/
