Delaware Series LLC: $110 Filing, $100 Annual Tax per Registered Series and the Difference From a Protected Series

A Delaware Series LLC is a specialized business structure that lets a single LLC operate multiple distinct business lines, each with its own assets, liabilities, and financial records. Unlike a standard LLC where all assets and debts are commingled, a Series LLC allows you to legally separate these "series" so that a liability in one series does not automatically bind the others. This structure is powerful for businesses with multiple product lines, real estate portfolios, or investment vehicles, but it comes with specific filing requirements and costs that differ depending on which type of series you choose.

What Is a Delaware Series LLC?

A Series LLC is a single LLC that is divided into separately managed and financed series. Each series can operate as a distinct business within the umbrella of the parent LLC, maintaining its own assets, contracts, and liabilities. The key advantage is liability protection: if one series faces a lawsuit or accrues debt, the other series and the parent LLC's assets are generally insulated from that liability, provided proper recordkeeping and structure are maintained.

Delaware recognizes two forms of Series LLC structures, governed under sections 18-215 and 18-218 of the Delaware Code. The difference between them affects your filing requirements, annual costs, and administrative burden. This distinction is critical to understand before forming your Series LLC.

Series LLCs are especially popular among real estate investors (separate series for each property or fund), investment managers (distinct series for different client portfolios), and entrepreneurs running multiple brands or service lines (each as its own series). The structure allows centralized management while providing the liability compartmentalization that comes with separately incorporated entities, but without the expense and administrative overhead of maintaining multiple separate entities.

Protected Series vs. Registered Series: The Core Difference

Delaware offers two types of series structures, and the choice has direct implications for cost and ongoing compliance. Here is how they differ:

Protected Series: Lower Cost, No State Filing

A protected series is established entirely within your LLC operating agreement. There is no separate filing with the Delaware Division of Corporations, no additional state filing fee, and no annual tax per series beyond the LLC's own $400 annual tax due June 1 each year.

Filing requirement: Your main LLC's Certificate of Formation must include notice of the limitation on liabilities of a series. This is a declaration in the formation document stating that the LLC will have series with separate liability protection.

Setup cost: $0 per series beyond the LLC's base $110 formation fee.

Annual tax: $0 per series. The parent LLC pays its flat $400 annual tax (due June 1; check corp.delaware.gov for the current amount and date, as this changed to $400 starting in tax year 2026).

Recordkeeping requirement: You must maintain separate accounting records and assets for each protected series. This is not optional. The liability protection depends on demonstrating that each series is truly separate in your books.

Good standing: A protected series has no separate good standing status with the state. The parent LLC's status is what matters for all series.

Protected series are ideal if you want series structure with minimal state involvement and cost. The tradeoff is that they are not separately registered with Delaware, so courts in other states may scrutinize whether the series structure is truly valid under Delaware law. If you operate in other states, check with a lawyer in each of them.

Registered Series: State-Recognized, Higher Cost, Separate Filings

A registered series is a series that you formally register with the Delaware Division of Corporations by filing a Certificate of Registered Series. Each registered series gets a separate filing, a separate good standing status, and recognition from the state that the series exists.

Filing requirement: You must file a Certificate of Registered Series for each series you want to register. Like the parent LLC's formation, this is filed with the Delaware Division of Corporations via the eCorp Document Upload Service at https://icis.corp.delaware.gov/ecorp2

Filing fee per series: $110 per Certificate of Registered Series. Expedited options are available: same day service adds $100, next business day (or 24 hour) adds $50. These fees are in addition to the $110 base filing.

Annual tax per series: $100 per registered series, in addition to the parent LLC's own $400 annual tax. This means an LLC with three registered series owes $400 (for the LLC) plus $300 (for the three series) for a total of $700 due June 1 each year. Check corp.delaware.gov for the current amount and date, as the LLC base rate changed in 2026.

Late payment penalty: $50 per series if the annual tax is not paid by the due date (June 1). This is in addition to any other penalties.

Good standing: Each registered series has its own good standing status with the state. If you fail to pay the annual tax for one series, only that series loses good standing; the parent LLC and other series remain in good standing.

Operating agreement: Like protected series, your LLC agreement must provide for the registered series.

Certificate of Formation notice: The parent LLC's Certificate of Formation must carry notice of the limitation on liabilities of a series.

Registered series are filed with the Secretary of State, so each one has a public Delaware record. The cost is higher, and you have a separate annual tax obligation per series, but you get a public Delaware record of each series. How courts in other states treat series is outside Delaware law, so check with a lawyer in that state.

Cost Structure: Formation and Ongoing

Base LLC formation (Delaware): $110 to the Delaware Division of Corporations.

Protected series: No additional state filing fee per series. Cost is $0 per series to the state.

Registered series: $110 per series to file the Certificate of Registered Series. Expedited options add $50 (next business day) or $100 (same day).

Annual tax on the parent LLC: $400, due June 1 each year following the year the Certificate of Formation became effective. (This changed in tax year 2026; the prior amount was $300. Check corp.delaware.gov for the current amount and date.)

Annual tax per registered series: $100 per series, also due June 1. A protected series owes no separate annual tax.

Late payment penalty for series: $50 per registered series if not paid by June 1.

Registered agent: Every Delaware entity must have a registered agent with a physical street address in Delaware. A change of registered agent or office is filed for $50. This applies to the parent LLC; individual series do not have separate registered agents.

Business license (Division of Revenue): Your LLC must obtain a Delaware business license from the Division of Revenue through Delaware One Stop. The annual fee is typically $75 (for services, professional, contractor, manufacturer, and wholesale categories) or $90 (for retailers, which includes a $15 retail crime fee). Additional locations cost $25 each. Licenses expire December 31 and a three-year option is available at three times the annual fee. This is separate from the Division of Corporations formation cost and applies to the LLC as a whole, not per series.

Gross receipts tax: Delaware has no sales tax. Instead, businesses pay gross receipts tax, which varies by license category. Services and wholesale are taxed at 0.3983%, retail at 0.7468%, restaurants and contractors at 0.6472%, food processors at 0.1991%, and manufacturers at 0.126%. This tax is filed monthly or quarterly (new businesses file quarterly) and is separate from the formation and series tax obligations mentioned above.

When to Use Protected Series vs. Registered Series

Choose protected series if:

• You are operating exclusively in Delaware or within a small number of states where you have established relationships.
• You want to minimize state filing fees and annual taxes.
• Your business partners and creditors are unlikely to challenge the series structure in court.
• You are comfortable with the administrative burden of maintaining detailed separate records for each series.
• You want maximum privacy and fewer touchpoints with state filings.

Choose registered series if:

• You operate across multiple states and want a public Delaware record of each series (check with a lawyer in each state about how it treats series).
• You deal with lenders or counterparties who ask to see state records of your structure.
• You want each series to have its own good standing status with the state (useful if you plan to dissolve or wind down individual series over time).
• You want a public Delaware record of each series.
• The $100 per year per series is a reasonable cost relative to the liability protection and credibility it provides.

Many businesses use a hybrid approach: they establish a few key series as registered series (to make them clearly recognized by the state and defensible in court) and use protected series for internal or lower-risk operations within the same LLC.

Interstate Recognition and Liability Protection

Delaware law protects series from Delaware creditors and in Delaware courts. However, courts in other states vary in how they treat series LLC structures. Some states recognize the Delaware series structure; others do not. Some states have their own series LLC statutes and follow the Delaware model; others treat series skeptically.

A registered series filing becomes part of the official Delaware Division of Corporations records. Whether a court in another state gives that record any weight is outside Delaware law, so check with a lawyer in that state. Protected series, by contrast, exist only in your operating agreement and may be subject to more scrutiny if a creditor in another state challenges whether the series ever validly separated their claim.

If you operate in or have creditors in states with strong series protections (such as Nevada, Tennessee, or Texas), you may have additional protection. But if you operate in states that do not recognize series, or if you operate nationally, you should consult with a Delaware business attorney and, separately, with an attorney in any state where you face significant liability exposure, to determine whether registered series, protected series, or even separate entities are most appropriate for your situation.

Getting Started: Practical Steps

Step 1: Confirm your business name. Search the Delaware Division of Corporations records at https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx to confirm your desired LLC name is available. Names must include "Limited Liability Company," "LLC," or "L.L.C." Names can be reserved for 120 days for $75 at https://icis.corp.delaware.gov/Ecorp/NameReserv/NameReservation.aspx

Step 2: Draft your operating agreement. Your operating agreement must provide for the series structure and specify whether each series is protected or registered. It should detail how assets, liabilities, and profits are allocated to each series, governance and decision-making, and how series are added or dissolved. This is a good point to consult with a Delaware business attorney, as the operating agreement governs the entire structure.

Step 3: File the Certificate of Formation. File your parent LLC's Certificate of Formation with the Delaware Division of Corporations. The certificate must state that the LLC will be divided into series with separate liability. File through the eCorp Document Upload Service at https://icis.corp.delaware.gov/ecorp2. The filing fee is $110. Processing times vary based on volume; expedited options (same day at $100 additional, or 24 hour at $50 additional) are available.

Step 4: File Certificates of Registered Series (if using registered series). For each registered series you want to register with the state, file a Certificate of Registered Series. The fee is $110 per series. This step is optional if you are using only protected series.

Step 5: Register for a Delaware business license. Apply for a Delaware business license through Delaware One Stop at https://onestop.delaware.gov. The annual fee depends on your license category ($75 for most categories, $90 for retailers). This is a separate requirement from the Division of Corporations formation.

Step 6: Set up separate accounting. Establish separate bank accounts and accounting records for each series. This is critical for maintaining the liability protection; commingling funds among series can undermine the separation.

Step 7: File annual taxes. Mark your calendar for June 1 each year. The parent LLC owes $400 (check corp.delaware.gov for the current amount and date). Each registered series owes $100. Pay these to the Delaware Secretary of State, which receives the LLC annual tax through the Division of Corporations. Maintain your business license (renew each year by December 31 through Delaware One Stop).

Common Mistakes to Avoid

Failing to maintain separate records: The liability protection of a series depends on it being genuinely separate. If you commingle assets or accounting, a court may disregard the series structure and impose liability on the entire LLC.

Not filing the registered series or forgetting the annual tax: If you intend to register a series, file the certificate. If you register and then forget the annual tax, the series loses good standing. This undermines the credibility and recognition of the structure.

Assuming protected series are recognized everywhere: Protected series have no state filing. They are valid under Delaware law, but a court in another state may not recognize them if challenged. How another state treats a series is outside Delaware law, so check with a lawyer in that state.

Ignoring the business license requirement: The Delaware business license (from the Division of Revenue, not the Division of Corporations) is separate from the formation. Failure to obtain and renew it can result in fines up to $3,000 or up to two years in prison. This applies to the LLC as a whole.

Misunderstanding the annual tax: The $400 (or current amount) is a flat tax on the LLC, due once per year. Registered series each owe an additional $100. Protected series do not owe a separate annual tax. If you have four registered series, you owe $400 + ($100 × 4) = $800 total.

Disclaimer and Next Steps

This guide is informational and is not legal, tax, or accounting advice. Series LLC structures are complex, and the liability protection they provide depends on proper formation, governance, recordkeeping, and operation. The treatment of series in states other than Delaware varies and is not governed by Delaware law. Tax consequences (including federal, state, and local taxes) also depend on your specific situation.

Before forming a Delaware Series LLC, consult with a qualified Delaware business attorney to ensure the structure aligns with your business goals and risk profile. If you plan to operate the LLC or its series in states other than Delaware, also consult with an attorney licensed in those states to confirm that the series structure will be recognized and enforceable.

For questions about Delaware formation and business license requirements, contact the Delaware Division of Corporations at https://corp.delaware.gov/ or the Delaware Division of Revenue at https://revenue.delaware.gov/. For small business guidance, the Delaware Small Business Development Center at https://delawaresbdc.org/ and the SBA's Delaware district office at https://www.sba.gov/district/delaware are also good resources.