Wyoming Series LLC: Structure, Benefits, and Formation
By {AUTHOR_OPS_NAME}, Director of Filing Operations | Published May 15, 2026 | Updated May 15, 2026
The Wyoming Series LLC allows a single master LLC to create multiple individual series, each functioning as a separate liability-shielded entity. This structure is particularly valuable for real estate investors, holding companies, and any business that needs to isolate assets across multiple operations. This guide covers how Series LLCs work under Wyoming law, when they make sense, what they cost, and their limitations. For a broader overview of Wyoming LLC types and benefits, see the complete Wyoming LLC guide.
What Is a Series LLC?
A Series LLC is authorized under Wyoming Statute § 17-29-1101 through § 17-29-1106. The statute allows a Wyoming LLC (the “master” or “parent” LLC) to establish one or more individual series within its structure. Each series is treated as a separate entity for liability purposes. The master LLC files the Articles of Organization with the Wyoming Secretary of State, and the articles must include a notice that the LLC may establish one or more series. Individual series are created through the operating agreement, not through separate state filings. This means series can be created quickly and without additional state filing fees. The Series LLC concept originated in Delaware in 1996 and was adopted by Wyoming as part of its 2010 LLC Act revision. Wyoming was among the earlier states to adopt series legislation, and its version provides clear statutory authority for liability separation between series. Today, approximately 20 states authorize Series LLCs, though the specific rules vary by state.
How Series Work: Separate Assets, Liabilities, and Members
Under Wyoming Statute § 17-29-1102, each series within a Series LLC can have its own assets, liabilities, members, and managers. The critical feature is liability isolation: the debts, obligations, and liabilities of one series are enforceable only against the assets of that particular series, not against the assets of any other series or the master LLC. This protection requires that proper records be maintained for each series, that assets are not commingled between series, and that the operating agreement clearly identifies each series and its associated assets. Each series should maintain its own bank account, its own accounting records, and its own contracts. If a series owns real estate, the deed should reference the specific series name. Each series obtains its own EIN from the IRS for tax reporting purposes. For federal tax purposes, each series may be treated as a separate entity. The IRS has issued guidance (Notice 2008-19, Revenue Ruling 2008-8) suggesting that each series of a Series LLC should be treated as a separate entity for classification purposes under IRC § 7701.
Best Use Cases: Real Estate Investors with Multiple Properties
The most common use case for a Wyoming Series LLC is real estate investment portfolios with multiple properties. Without a Series LLC, an investor holding five rental properties would need to form five separate LLCs, each with its own state filing fee ($100), registered agent ($100/year), and annual report ($60/year). That totals $2,485 in formation costs plus $800 per year in recurring fees. With a Series LLC, the same investor forms one master LLC ($497) and creates five series ($150 each = $750), totaling $1,247 in formation costs. The recurring annual cost is a single $60 annual report plus $100 registered agent renewal, totaling $160 per year regardless of the number of series. The savings increase with each additional property. A tenant injured at Property A can only pursue the assets of Series A. Properties B through E are protected by the liability shield between series. This isolation functions identically to having separate LLCs but at a fraction of the cost and administrative burden. Each series still needs its own bank account, EIN, and proper record-keeping to maintain the liability shield. See our charging order guide for how asset protection works within each series.
Formation: $497 Master + $150 Per Series
Through Cowboy State Filings, forming a Wyoming Series LLC costs $497 for the master LLC plus $150 per series. The $497 covers the same components as a standard LLC formation: $100 Wyoming Secretary of State filing fee under § 17-29-201, $100 first-year registered agent service, and $297 CSF service fee including the operating agreement, EIN acquisition for the master LLC, and bank account applications. The $150 per series covers series-specific provisions in the operating agreement, series EIN acquisition from the IRS, and series bank account applications. The Articles of Organization filed with the state include the required notice that the LLC may establish series. Series are created through the operating agreement and supplemental series designations, not through separate state filings. New series can be added after formation for $150 each. There is no state filing fee per series because series are internal organizational units created under the operating agreement. For detailed cost comparisons, see the cost breakdown page.
Comparison to Multiple Individual LLCs
The primary advantage of a Series LLC over multiple individual LLCs is cost savings. Consider an investor with 10 properties. Ten individual LLCs would cost $4,970 to form ($497 each) and $1,600 per year to maintain ($160 each). A Series LLC with 10 series costs $1,997 to form ($497 master + $1,500 for 10 series) and $160 per year to maintain (one annual report, one registered agent). Over five years, the individual LLC approach costs $11,370 total versus $2,637 for the Series LLC approach, a savings of $8,733. Beyond cost, the administrative burden is significantly lower. One annual report covers all series. One registered agent serves the entire structure. One master operating agreement governs all series with individual series designations. However, each series still requires its own bank account, its own EIN, and its own financial records. The operational simplification is real but not complete. For businesses with fewer than three properties or operations, the cost advantage is less compelling, and individual LLCs may be simpler to manage and more universally recognized by banks, courts, and business partners in other states.
Limitations: State Recognition and Bank Account Complexity
The most significant limitation of a Wyoming Series LLC is interstate recognition. Not all states have adopted Series LLC legislation, and states without it may not recognize the liability shields between series. If you own a rental property in a state that does not recognize Series LLCs, a creditor in that state might argue that all series assets are available to satisfy a judgment. States that currently recognize Series LLCs include Delaware, Illinois, Nevada, Texas, Utah, and approximately 15 others. States that do not include New York, California, Florida, and many others. Banking can also be complex. Some banks are unfamiliar with Series LLC structures and may resist opening accounts for individual series. Mercury and Relay generally accommodate Series LLCs, but traditional banks often require explanation and documentation. Each series needs its own EIN letter, which adds to the onboarding paperwork. Tax reporting can also be more complex, as the IRS treatment of Series LLCs is still evolving. Clients should consult a tax professional familiar with Series LLC structures. For clients operating in states that do not recognize Series LLCs, individual LLCs may provide more reliable liability protection despite the higher cost.
Wyoming vs Delaware Series LLC
Delaware was the first state to authorize Series LLCs in 1996. Wyoming adopted its version in 2010 under § 17-29-1101. Both states provide statutory liability shields between series, but there are important differences. Delaware has more case law interpreting its Series LLC statute because it has been in effect longer. This provides greater legal certainty but also means more precedent on how courts can weaken series protections. Wyoming’s statute is newer and has less case law, which creates some uncertainty but also means fewer adverse precedents. On cost, Wyoming is substantially cheaper. Delaware charges a $300 annual franchise tax for the master LLC. Wyoming charges a $60 annual report. Over five years, the franchise tax savings alone total $1,200. Delaware’s formation fee is $90 versus Wyoming’s $100, a negligible difference. Wyoming also provides charging order protection for single-member LLCs, which extends to each series that has a single member. Delaware does not explicitly extend charging order exclusivity to single-member LLCs. For Series LLC formation specifically, Wyoming offers better cost economics and comparable statutory protection.
Frequently Asked Questions About Wyoming Series LLCs
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