Series LLCs in Oklahoma: When They Make Sense for Your Business

If you own multiple assets or operate several related businesses, you’ve likely wondered whether you need to form separate LLCs to protect each one or if there’s a simpler, more cost-effective option.

In Oklahoma, that option does exist: the series LLC.

What Is a Series LLC?

A series LLC is a single limited liability company that can establish multiple series — sometimes called “cells” or “divisions” — within it.

Each series operates like its own mini-LLC with its own separate assets, liabilities, and members. If properly established, it can contract, hold property, and be sued or sue in its own series name.

Importantly, the debts and obligations of one series are generally shielded from the other series and from the parent LLC.

In many ways, this resembles a parent company with multiple subsidiaries. The key difference: under state law, the entire structure is filed and reported as a single LLC, simplifying compliance.

When Did Oklahoma Allow Series LLCs?

Oklahoma first authorized series LLCs in 2004 under the Oklahoma Limited Liability Company Act.

Then, in 2024, SB 649 introduced significant updates, including the option to form registered series LLCs. This solves practical issues in financing and property transfers by making each series a “registered organization” under the Uniform Commercial Code (UCC). Registered series can now:

• Hold titled property more cleanly
• Participate in secured transactions
• File annual reports independently, dissolve, or merge on their own

In addition to Oklahoma, there are other states that allow for series LLCs including Delaware, Illinois, Iowa, Kansas, Nevada, Tennessee, Texas, Utah, and Wisconsin. The District of Columbia and Puerto Rico also have statutes permitting them.

Each state’s law is unique. Some require separate filings for each series, such as Illinois, while others, like Oklahoma, allow series to be created internally via the operating agreement without additional Secretary of State filings.

Why Use a Series LLC Instead of Multiple LLCs?

Traditionally, business owners with multiple properties or ventures would form a separate LLC for each one in order to isolate liability.

While effective, that approach can quickly become costly and burdensome with the administrative work needed for each separate registration. A series LLC can often be the more efficient, easier option. Here’s why:

Cost Savings on Formation: After the initial series LLC is formed, adding new series typically does not require additional Secretary of State filings, saving money on registration costs.

Simplified Compliance: One annual report and one fee covers the entire structure, so no separate filings are needed for each series.

Operational Efficiency: A single LLC structure simplifies management — while still providing individual liability shields for each series.

Liability Segregation: If properly structured and maintained, each series is legally separate, protecting assets in one series from liabilities in another.

Best Uses for a Series LLC

Series LLCs work especially well for businesses that own multiple distinct assets in which each asset should be insulated from the others.

Common examples include:

• Real estate investors with multiple rental properties
• Franchise owners operating several locations
• Holding companies with different product lines or subsidiaries

Key Steps to Preserving Liability Protection

The liability shield between series isn’t automatic. Rather, it depends on proper management.

To maintain separation, follow these steps:

1. Segregate Assets: Title property and assets in the correct name of the specific series, not the master LLC.
2. Maintain Separate Records/Books: Each series should have distinct financial records.
3. Draft a Comprehensive Operating Agreement: This should clearly outline and define the rights, powers, and obligations of each series and its members.
4. Comply with New Registered Series Rules (if applicable): Filing a registered series can help with transactions involving titled property or financing.

When a Series LLC May Not Be the Best Fit

While appealing, series LLCs do have limitations. They may not be the right option for these reasons:

• Out-of-State Operations: Again, only a handful of states outside of Oklahoma recognize series LLCs. If you plan to do business or own property outside of Oklahoma, liability protection may not hold up if the other state does not have similar structures.
• Complex Accounting Needs: Each series must maintain truly separate records; commingling funds or assets can collapse the liability shield.

Finally, federal bankruptcy law is especially uncertain for series LLCs. As one court observed, the “law governing the rights and remedies of a financially troubled series LLC is still developing.”

Anyone using this structure should plan proactively for alternative strategies if insolvency becomes an issue.

The Bottom Line

A series LLC can provide powerful liability protection and cost savings for businesses with multiple assets — if managed properly.

But it’s important to know it’s not a one-size-fits-all solution. Before choosing this structure, carefully consider:

• Whether your assets or operations cross state lines
• Your tolerance for legal uncertainty in newer entity forms
• The administrative discipline required to keep each series separate

If you’re considering a series LLC for your business, contact our office. Our attorneys can evaluate whether it’s the right tool for your goals and help structure it correctly from day one.

This article is for informational purposes only and is not legal advice. For advice tailored to your situation, consult an experienced business attorney.