The Delaware Series LLC is Gaining Popularity
The Delaware Series LLC continues to attract attention from business owners, investors, and real estate professionals looking for flexible ways to structure multiple assets or ventures. While interest is growing, this structure is still best suited for specific situations where internal liability separation truly matters.
At Harvard Business Services, Inc., we’ve been forming Delaware companies since 1981 and have assisted clients with Series LLC formations since the structure first became available. The concept offers powerful flexibility, but it’s not always the right fit for every business. Understanding how it works. and how the Registered Series option has improved its recognition, is key to deciding whether it fits your needs.
Understanding the Delaware Series LLC
A Series LLC is a unique type of Delaware entity that allows one “master” LLC to establish multiple series within it. Each series can have its own assets, liabilities, and members, while remaining legally separate from the others. This structure provides internal liability protection, meaning one series’ obligations generally don’t affect another.
Delaware recognizes two types of Series LLCs:
- Protected Series LLC: The original version, where each internal series is created through the Operating Agreement only. These internal series are not filed with the Delaware Division of Corporations and do not appear on the public record.
- Registered Series LLC: A newer version, first allowed in 2019, where each series can be formally registered and recorded with the Delaware Division of Corporations.
Why the Registered Series LLC Is Gaining Popularity
Since 2019, the Registered Series LLC has become increasingly popular among business owners who want both the flexibility of a Series LLC and the added credibility of formal registration. From day one, Harvard Business Services, Inc. has assisted clients with forming Registered Series LLCs and filing the formation documents with the Delaware Division of Corporations.
Under the traditional Protected Series, each internal series exists only within the LLC’s Operating Agreement. While this still provides strong liability protection, it sometimes creates challenges when working with banks, lenders, or third parties that want proof of existence for each series.
To solve this, Delaware introduced the ability to formally register each series by filing the official document titled:
“State of Delaware – Certificate of Registered Series of Limited Liability Company.”
Once filed, each Registered Series of the Series LLC receives its own unique name and is recorded with the Delaware Division of Corporations, becoming part of the State’s official public record. This means that anyone, banks, title companies, lenders, or investors can verify the existence and good standing of the Registered Series directly with the Delaware Division of Corporations, just like any other Delaware entity.
Clients appreciate this added level of visibility and credibility. It allows them to prove that their Registered Series is a valid Delaware entity and a legitimate part of their Series LLC. This recognition has made the Series LLC model far more practical in real-world use, especially for business owners who need to demonstrate ownership or structure to financial institutions.
However, the Registered Series does come with added costs and maintenance requirements. Each Registered Series has its own Delaware filing fee, annual Franchise Tax, and Registered Agent fee. Because of these additional expenses, many smaller businesses still prefer the simplicity of forming separate traditional Delaware LLCs—a proven, cost-effective structure recognized in every state.
Choosing the Right Structure
Both the Protected Series LLC and Registered Series LLC offer unique advantages, but they’re not one-size-fits-all. The right structure depends on each company’s specific goals, level of activity, and how it plans to organize its assets or operations.
Since 2019, Harvard Business Services, Inc. has assisted clients with the formation and registration of Delaware Series LLCs. Our team can help explain how each type of Series LLC works, outline the filing process, and make sure your Delaware documents are prepared and submitted correctly with the Delaware Division of Corporations.
Start Your Delaware LLC or Delaware Series LLC Today
If you’re ready to explore the Delaware Series LLC, whether a Protected or Registered Series, our team is here to help. We make the process fast, simple, and affordable, with expert support every step of the way. Just follow the link, and you can form a series LLC on our website today.
*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.