An Unwritten Story: Texas and the Series LLC by Karina C. Cantu


In 2009, the series LLC made its appearance in Texas when Gov. Perry signed S.B. 1442 into law.

Although relatively new to Texas, the series LLC first made its debut in 1996 when Delaware enacted a statute providing for the establishment of a series limited liability company, or what has come to be known as a series LLC. Since then, seven other states, including Texas, have enacted similar statutes.

Under Texas law, a series LLC is a limited liability company that provides in its governing documents for the establishment of a series of members, membership interests or assets that have separate rights, obligations, liabilities and business purposes from the general LLC.

Each series is not a separate entity for state formation purposes, but can nonetheless have a separate business purpose or investment objective and can separately own property.

It differs from a traditional LLC in several significant respects.

Most notably, the law provides generally that the debts, liabilities, obligations and expenses with respect to a particular series can be made only enforceable against the assets of that series. They would not be enforceable against the assets of the limited liability company generally or any other series.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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