Series LLC
An LLC that sets up separate series, each with its own assets, members and liabilities. Delaware offers protected series, set up in the operating agreement, and registered series, which file a certificate.
- Entiva fee to form
- $139
- Government fees to form
- $220
- Run plan
- $39 a month
- Steps to form
- 11
- Ongoing filings
- 11
- Ways to close
- 3
Who it suits, and what defines it.
The facts that decide whether it fits.
Who it suits
- Owners who want separate assets and liabilities for each part of the business inside one LLC.
Key facts
- Each series
- Has its own assets, members and liabilities
- Protected series
- Delaware: set up in the operating agreement, no filing
- Registered series
- Delaware: files a certificate, $110 per series
- Series annual tax
- $100 a year per registered series
- Wyoming series
- $10 per series designated or established
- Nevada series
- Allowed under NRS 86.296
- Delaware law
- 6 Del. C. §§18-215 and 18-218
- Available in
- DE, WY, NV; other states vary
What the law requires.
7 rules, each in plain words.
Separate records for each series
The series liability shield depends on keeping separate records and on the operating agreement.
An operating agreement that provides for the series
It must set out the series, the separate records and the separate assets.
Delaware registered series: a certificate for each series
The certificate of registered series costs $110.
Delaware: an annual LLC tax of $400, due June 1
Each registered series adds $100 to the tax.
Delaware: a $50 penalty per registered series if the tax is late
Wyoming: $10 for each series designated or established
A registered agent
The registered agent keeps an in-state registered office for the LLC.
How Entiva forms it.
11 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
11 steps- 1Reserve the LLC nameOnly if needed
Optional. Delaware and Wyoming reservations last 120 days.
- 2File the certificate of formation
Wyoming calls it articles of organisation. It carries a series notice. Delaware charges $110 and Wyoming $100, plus $10 per series.
- 3Appoint a registered agent
The registered agent keeps an in-state registered office.
- 4Adopt the operating agreement
It must provide for the series, separate records and separate assets. It is not filed with the state.
- 5Register or designate each series
File a certificate of registered series in Delaware at $110 each, or designate a series in Wyoming.
- 6Open the records for each series
Entiva keeps a separate record for each series. It is never filed with a state.
- 7Obtain the parent LLC's EIN (US tax number)
Whether a series needs its own EIN depends on how it is taxed.
- 8Elect a tax classification (optional)
Form 8832 lets the LLC choose how it is taxed.
- 9Register for state and local taxes
Covers sales tax, payroll withholding, unemployment insurance and local licences, depending on what the LLC does in the state.
- 10Obtain the Nevada state business licenceOnly if needed
Only for a Nevada LLC. It is normally obtained with the initial list at formation.
- 11Authorise Entiva to deal with the IRS
Form 2848 lets Entiva represent the LLC with the IRS. Form 8821 only gives access to tax information.
Documents
7- Certificate of formation or articles of organisation
- Registered agent consent or certificate of acceptance
- Consent to act from each named manager or managing member
- LLC operating agreement
- Certificate of registered series or series designation
- Member or manager consent to establish the series
- Stamped filed certificate from the state
Who takes part
5- The contact named to the registered agent verifies with photo ID and a liveness check
- An organiser verifies identity, only if an individual signs instead of Entiva
- Every manager and managing member verifies identity and address
- Members with 25% or more verify identity and address, as does anyone with control
- A manager of a series verifies identity and address as a person with control
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
11 filings- Pay the Delaware annual LLC and series tax
June 1 each year; $400 plus $100 per registered series
- File the Wyoming annual report
First day of the anniversary month
- File the Nevada annual list
Last day of the anniversary month
- File the FBAR (report of foreign bank accounts)
April 15, with an automatic extension to October 15, if you hold foreign accounts
- File Forms 1099 for contractor payments
January 31 each year for Form 1099-NEC, to the IRS and to recipients
- File Forms 1042 and 1042-S for payments to foreign persons
March 15 each year, if you make such payments
- File the BEA BE-15 annual survey
May 31 each year, if it applies
- File the BEA BE-605 quarterly report
30 days after quarter end (45 days for the last quarter), if it applies
- File the Nevada Commerce Tax return
45 days after June 30 (August 14 in 2026); tax only on Nevada revenue above $4,000,000
- File the Nevada exempt status form
Same date, if Nevada revenue is below $4,000,000
- File the Delaware unclaimed property report
March 1 each year
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Register another series
- Convert a series between protected and registered
- Record a decision of the members or managers
- Amend the operating agreement
- Approve a distribution
- Update the records of a series
- Change the LLC name
- Amend the certificate of formation
- Change the registered agent
- Register to do business in another state
How it closes.
3 routes. The right one depends on whether it can pay its debts, and who starts it.
Terminate one series
One series closes and the parent LLC carries on.
- 1
The members or managers approve closing the series
- 2
Cancel the series
Cancel the whole LLC
Everything closes.
- 1
The members approve closing the LLC
- 2
File the certificate of cancellation naming each registered series
- 3
Resign the registered agent
- 4
Deactivate the EIN
State voidance, then revival
Required payments to the state go unpaid.
- 1
The state voids or revokes the LLC
- 2
Revive the LLC and pay back taxes and penalties
What Entiva does for you.
From the first filing to the last.
Series LLC
- Files the certificate of formation with a series notice.Formation
- Appoints a registered agent with an in-state office.Ongoing
- Prepares an operating agreement that provides for the series and separate records.Formation
- Files the Delaware certificate of registered series or the Wyoming series designation.Formation
- Opens a separate record for each series.Governance
- Pays the Delaware annual tax, including each registered series, by June 1.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$139one-off
- Government fees
- $220
Steps marked only if needed are not counted.
Closing it
Quoted before it starts
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered agent in your state
- File Forms 1099 for contractor payments
- File Forms 1042 and 1042-S for payments to foreign persons
- File the Delaware unclaimed property report
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Elect a tax classification (optional)
- Register for state and local taxes
- Obtain the Nevada state business licenceOnly if needed
- File the FBAR (report of foreign bank accounts)
- File the BEA BE-15 annual survey
- File the BEA BE-605 quarterly report
- Convert a series between protected and registered
- Register to do business in another state
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $139, one-off. Government fees are passed through at cost.
Delaware $75 for a 120-day reservation.
Delaware domestic certificate of formation; DE expedite 24-hour $50, same-day $100. WY $100.
Delaware LLC registered series $110 per series; Delaware LP registered series $200; Wyoming $10 per series designated.
$500 for corporations under NRS 78, 78A, 78B and foreign corporations; $200 for other entities. Initial list fee of $150 is charged separately.
Excludes steps marked only if needed.
Every year
The Run plan costs $39 a month ($468 a year).
$400 from tax year 2026. The 2025 tax due June 1, 2026 was $300. Registered series $100 each.
Greater of $60 or $0.0002 per dollar of WY assets. Nonprofits and cooperative marketing associations $25; statutory foundations $100; statutory trusts $100 annual tax. Over $500 must be filed by mail or courier.
Corporation minimum $150 list plus $500 licence, $650 in total. LLC $150 plus $200, $350 in total. Nonprofit list $50.
Changes
Routine changes are included in the Run plan.
Delaware LLC registered series $110 per series; Delaware LP registered series $200; Wyoming $10 per series designated.
LLC $220; LP $200.
Delaware: corporation $214; LLC $220; LP $200; statutory trust $500; foreign corporation name-change amendment $100. Wyoming $60. Nevada $175.
Delaware: corporation amendment or restated certificate $214; LLC $220; LP $200; statutory trust $500. Nevada $175. Wyoming $60.
Delaware: $50 for corporations, LLCs, LPs and partnerships; expedite 24-hour $100, same-day $200. Wyoming $5. Nevada $60.
Delaware figure: foreign corporation qualification $245; foreign LLC $200; foreign LLP statement $300 per partner. WY $150.
Closing it
Closing is a fixed-fee project, quoted before it starts.
Delaware domestic LLC $220 plus $50 per registered series named. NV $100. WY $60.
Delaware corporation revival $189 plus all back taxes, penalties and interest; LLC revival $220; LP $200; LLP/LLLP reinstatement $200; foreign corporation reinstatement $125.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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