How to Create a Series LLC in Texas: The 2026 Compliance & Banking Guide

Disclaimer This article provides general information for educational purposes only. It is not legal advice, does not create an attorney-client relationship, and should not be relied upon as a substitute for consultation with a qualified attorney. Laws vary by state, and individualized guidance is recommended.

A Texas Series LLC allows one “master” LLC to establish separate series that may hold different assets while helping isolate liabilities between them.

For real estate investors and businesses managing multiple assets, a Series LLC can be an efficient structure—but only if it is formed and maintained correctly.

Protected Series vs. Registered Series

Texas recognizes two types of series.

A Protected Series is created internally through the LLC’s governing documents.

A Registered Series is separately registered with the Texas Secretary of State, creating a public record that some lenders, title companies, or financial institutions may prefer.

How to Form a Texas Series LLC

1. Form the Master LLC

Begin by filing Form 205 (Certificate of Formation).

The certificate must contain the statutory notice required by the Texas Business Organizations Code indicating that the LLC may establish one or more protected series with separate liability protections.

2. Adopt a Company Agreement

The Company Agreement should:

• Authorize the creation of series.
• Describe how new series are established.
• Allocate assets and liabilities.
• Identify managers or members.
• Establish separate recordkeeping requirements.

Unlike the Certificate of Formation, the Company Agreement is not filed with the Secretary of State.

3. Register Individual Series (Optional)

If you choose a Registered Series, file the required registration with the Secretary of State and pay the applicable filing fee.

Many businesses continue to use Protected Series unless a lender or transaction specifically benefits from a publicly registered series.

Which Option Is Better?

Neither structure is universally better. The choice depends on the needs of the business, financing arrangements, and long-term management plans.

Maintaining Liability Protection

A Series LLC works only if each series is treated as genuinely separate.

Good practices include:

• Separate accounting records.
• Separate bank accounts whenever practical.
• Separate contracts.
• Clear identification of the contracting series.
• Proper documentation of asset ownership.

Mixing assets or failing to maintain separate records may weaken the intended liability separation.

Registered Agent Requirements

The master LLC must maintain a Texas registered agent and registered office.

The registered office must be:

• A physical Texas street address.
• Available during normal business hours.
• Capable of accepting service of process.

The registered agent’s written consent should be maintained with the company’s records.

Banking Considerations

Some banks are unfamiliar with Protected Series.

Before opening accounts, be prepared to provide:

• Certificate of Formation for the master LLC.
• Company Agreement establishing the series.
• Assumed Name filing, if applicable.
• EIN documentation when required.
• Evidence that the master LLC is in good standing.

Bank policies differ, so requirements vary by institution.

Operating Outside Texas

Not every state recognizes Series LLCs.

If a Texas Series LLC owns property or conducts business in another state, that jurisdiction may apply different rules regarding liability protection and registration requirements.

Before acquiring out-of-state property, determine whether the destination state recognizes Series LLCs and whether additional registrations are required.

Tax Considerations

Texas generally treats the Series LLC as one entity for franchise tax reporting.

Federal tax treatment is more complex. Depending on how a series operates, it may be treated separately for federal tax purposes.

Because IRS treatment depends on the facts, owners should consult a qualified tax adviser regarding:

• EIN requirements.
• Partnership or disregarded entity status.
• Federal reporting obligations.
• Separate tax elections.

Best Practices

• Include the required statutory notice in the Certificate of Formation.
• Adopt a detailed Company Agreement.
• Keep separate books and records for every series.
• Avoid commingling assets.
• Use separate contracts for each series.
• Maintain a registered agent.
• Review financing and title requirements before choosing Registered Series.
• Obtain legal and tax advice before operating outside Texas.

Final Takeaway

A Texas Series LLC can be an effective way to separate assets and liabilities under one master LLC, but the structure requires careful planning and ongoing administration.

For many businesses, a Protected Series offers the lowest-cost solution. A Registered Series may be worthwhile when public registration or lender requirements make the additional filing expense beneficial.

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