Modern Counsel for Growing Companies
In plain English
An LLC structure authorized to establish separate series associated with particular assets, members, or business activities. Under Texas law, qualifying series can have internal liability separation when statutory requirements are satisfied. The structure requires appropriate documents and records and may receive different treatment for taxes, financing, or operations in other states.
Types and key distinctions
Protected Series
A Texas LLC series established as a protected series under the company's governing framework without a separate certificate of registered series for that series. Statutory liability separation depends on satisfying the applicable formation, agreement, notice, and separate-record requirements. The label alone does not create a complete asset barrier.
Registered Series
A Texas LLC series created through the required filing of a certificate of registered series with the Secretary of State. Its public filing distinguishes it from a protected series. Liability separation still depends on statutory requirements and proper operation; registration does not make every series an independent domestic entity.
Liability Segregation
Organizing assets and obligations so that risk associated with one business, asset, or activity is separated from others where law permits. Separate entities or properly maintained series can support that objective. Guarantees, shared obligations, asset handling, and actual operations can reconnect risks the structure was intended to separate.