Virginia Series LLC: Formation, Naming, and Annual Fees

A Virginia series LLC is a single parent limited liability company that can hold one or more “protected series” underneath it, with each series able to own its own assets, take on its own debts, and shield itself from the liabilities of the parent and the other series. You create it by forming a standard Virginia LLC with the State Corporation Commission for $100, then filing a Statement of Protected Series Designation for each series you want to add, also $100 apiece. The structure is authorized by Article 16 of the Virginia Limited Liability Company Act and is popular with real estate investors who want to keep each property walled off from the others without paying to form and maintain a separate LLC for every one.

The Two-Layer Structure

A series LLC has a parent entity and one or more protected series under it. Virginia law treats each protected series as its own legal “person” for most purposes. A series can own property, enter contracts, and sue or be sued in its own name.¹ Different series can have different members, different managers, and completely different business activities under the same parent.²

The parent LLC is not itself a “series limited liability company” until you establish at least one protected series. Until then, it is just a standard Virginia LLC.

Forming the Parent LLC

File Articles of Organization (Form LLC1011) with the Virginia State Corporation Commission. The filing fee is $100.³ You can file online through the Clerk’s Information System at cis.scc.virginia.gov or send a paper form by mail. Online filings move quickly; paper takes several weeks.

Every Virginia LLC must continuously keep a registered agent and a registered office in the Commonwealth.⁴ The agent must be a Virginia resident or a business authorized to operate here, and the registered office must be a physical Virginia address, not a P.O. box.⁵ A useful simplification for series LLCs: the registered agent for the parent automatically serves as the agent for every protected series under it, so you do not need to appoint separate agents.⁶ If that agent resigns or is removed from one series, though, they cease to be the agent for the parent and every other series as well.

Adding a Protected Series

To create a series, file a Statement of Protected Series Designation (Form LLC1095A) with the Commission. The fee is $100 per series.³ The form asks for the parent LLC’s name, the proposed series name, and the series’ principal office address.⁷

One requirement catches people off guard. Establishing a protected series requires the unanimous approval of all members of the LLC, and the designation form must include a statement confirming that approval.⁷ If one member of a multi-member LLC objects, you cannot create the series. The same unanimity requirement applies to later amendments.

Once the Commission approves the filing, it issues a certificate of protected series designation. That certificate is your proof the series legally exists.

Naming Rules You Cannot Shortcut

Protected series names are tightly controlled by Code § 13.1-1096. The name must begin with the full name of the parent series LLC, including its “LLC” or “L.L.C.” designation, and must also contain the phrase “protected series,” or the abbreviation “P.S.” or “PS.”⁸

So if the parent is “Capital Holdings LLC,” a valid series name looks like “Capital Holdings LLC Protected Series 1” or “Capital Holdings LLC PS Richmond.” Shorthand like “Capital Holdings LLC – Series A” will not pass. The Commission will reject a designation that doesn’t follow the format.

What the Liability Shield Covers

The core appeal of the structure is the internal shield. Under Code § 13.1-1099.7, debts and obligations of a protected series belong only to that series. The parent LLC isn’t on the hook for a series’ debts just because the series exists under it, and one series isn’t liable for another’s debts just because they share a parent.² The protection also runs in reverse: if the parent is sued, a creditor cannot reach assets properly associated with a protected series.

The shield is not absolute. A creditor can ask a court to disregard the limitation, and courts apply the same veil-piercing principles used against standalone LLCs. Virginia’s statute does carve out one meaningful protection: failing to observe internal formalities, like holding meetings or documenting management decisions, is not by itself enough to pierce the shield between the parent and its series, though it can still be a factor in piercing the shield between individual series.⁹

Record-Keeping Is the Shield

The liability walls only hold if your records can prove which asset belongs to which series. Virginia Code § 13.1-1099.2 says that for an asset to be legally “associated” with a specific protected series, that series must keep records allowing a neutral outsider to do three things:¹⁰

Identify the asset and distinguish it from assets of the parent and every other series.
Trace when the series acquired the asset and from whom.
Document any internal transfer: if the series got the asset from the parent or another series, the records must show what was paid, who paid, and who received payment.

The same rules apply to assets held by the parent LLC itself. If you cannot prove an asset belongs to a particular series, it effectively loses its protected status, and a creditor of another series could argue the asset is fair game.

In practice this means each protected series needs its own bank account, its own accounting ledger, and documentation tying every significant asset to the correct series. The statute lets you organize records by listing, category, percentage allocation, or any other reasonable method.¹⁰ The format is flexible; the standard isn’t. Sloppy bookkeeping is the fastest way to lose the protection you paid to set up.

Annual Fees and the Risk of Cancellation

Virginia charges every domestic LLC a $50 annual registration fee, due in the entity’s anniversary month.¹¹ Article 16 includes its own provision, § 13.1-1099.1, governing annual registration fees for protected series, so a parent with five series means fees on each piece, not just the parent.

Missing those fees can lead the Commission to automatically cancel the LLC or a protected series. A cancelled series loses its legal existence, which destroys the liability shield for the assets it held. Reinstatement is possible but adds cost and friction.

Separate bookkeeping for each series also raises your practical costs beyond state fees. If you use a registered agent service, check whether their fee covers only the parent or includes each series.

Federal Taxes

Virginia law decides how the entity is structured; the IRS decides how it is taxed. Federal guidance generally treats each protected series as a separate entity for tax classification, meaning each series independently qualifies as a disregarded entity, a partnership, or a corporation depending on its ownership and any elections made.

Whether each series needs its own Employer Identification Number depends on how it operates. A series with distinct members, its own purpose, and its own books will typically need a separate EIN. If the series don’t have independent ownership and the parent runs everything, one EIN may be enough. When in doubt, a separate EIN per series is safer, and banks will usually require one to open a series-specific account.

On federal reporting: as of March 2025, FinCEN revised its rules under the Corporate Transparency Act so that entities formed in the United States are no longer required to file Beneficial Ownership Information reports.¹² The obligation now applies only to foreign entities registered to do business in a U.S. state, so neither your parent series LLC nor its protected series need to file a BOI report.

Operating Outside Virginia

If a protected series does business in another state, it typically has to register as a foreign entity there. Around 20 states and the District of Columbia have enacted some form of series LLC legislation; the rest have not, and those states may not recognize the internal liability walls between your series. A filing officer may accept your foreign qualification paperwork, but a court with no statutory framework for series LLCs has nothing to anchor the shield to.

A couple of specifics worth knowing: California does not authorize domestic series LLCs, but its Franchise Tax Board may require each individual series doing business there to register and pay franchise taxes separately. Arizona explicitly provides that a foreign protected series qualifying there is liable for the debts of its parent and other series, which overrides the shield entirely. If you plan to operate outside Virginia, confirm with an attorney how the destination state treats a protected series before you rely on the protection.

Dissolving a Series

A protected series dissolves when the parent LLC dissolves, when all members vote to dissolve the series, when a court orders dissolution, or when the Commission cancels it for unpaid fees.² The operating agreement can also list events that trigger dissolution of a particular series.

After dissolution the series must wind up its affairs using the same process a standalone LLC would follow. Once winding up is complete, the parent LLC files a statement of designation cancellation with the Commission, giving the series’ name and identification number, the parent’s name, and confirmation that winding up is finished.²

One hard limit: a protected series cannot outlive its parent. If the parent LLC ceases to exist, every protected series under it ceases to exist as well, whether or not those series have been formally wound up.

1
Virginia Code Commission. Virginia Code 13.1-1090 – Powers and Duration of Protected Series
2
Virginia Code Commission. Virginia Code Title 13.1 Chapter 12 Article 16 – Protected Series
3
State Corporation Commission. Virginia Limited Liability Companies
4
Virginia Code Commission. Virginia Code 13.1-1015 – Registered Office and Registered Agent
5
State Corporation Commission. Registered Agent and Office Addresses
6
Virginia Code Commission. Virginia Code 13.1-1097 – Registered Office and Registered Agent
7
Virginia Code Commission. Virginia Code 13.1-1095 – Protected Series Designation; Amendment
8
Virginia Code Commission. Virginia Code 13.1-1096 – Name
9
Virginia Code Commission. Virginia Code 13.1-1099.8 – Claim Seeking to Disregard Limitation of Liability
10
Virginia Code Commission. Virginia Code 13.1-1099.2 – Associated Assets
11
Virginia Code Commission. Virginia Code 13.1-1062 – Assessment of Annual Registration Fees
12
FinCEN.gov. Beneficial Ownership Information Reporting