What a Series LLC Is — and Why Georgia Does Not Have One
A Series LLC is a single legal entity that contains multiple “series” — each series can hold its own assets, have its own members, and carry its own liabilities. The concept comes from Delaware, which first authorized the structure in 1996. The liability theory is that a judgment against one series reaches only that series’s assets — not the assets of any other series and not the LLC’s master assets.
As of 2026, roughly 24 states have enacted Series LLC legislation. Georgia is not one of them. O.C.G.A. Title 14, Chapter 11 — the Georgia Limited Liability Company Act — contains no series provisions and no protected-series framework. A Georgia investor cannot form a Series LLC in Georgia. There is no domestic Series LLC option.
A foreign Series LLC registered in Georgia (formed in Delaware, Texas, or another adopting state and registered to do business in Georgia) is treated as a foreign entity. That registration does not import Delaware’s series liability rules into Georgia law.
The Legal Risk — Why a Delaware Series LLC Does Not Protect Georgia Properties
Georgia courts follow the lex situs rule: disputes involving real property are governed by the law of the state where the property is located. For Georgia rental properties, that means Georgia law applies — not Delaware law, not Texas law, regardless of where the LLC was formed.
Georgia has no legal framework to recognize or enforce inter-series liability protection. If a tenant wins a judgment against the series holding Property A, a Georgia court asked to limit that judgment to one series’s assets has no Georgia statute to rely on. The practical risk: a Georgia court may treat all series assets — and potentially all master LLC assets — as a single pool reachable by the judgment creditor.
This is not a hypothetical. In Alphonse v. Arch Bay Holdings (5th Cir. 2013), the Fifth Circuit refused to recognize a Delaware Series LLC’s inter-series liability shield and applied the law of the state where the property sat instead. That decision involved Louisiana, another non-adopting state — but the legal reasoning applies directly to Georgia. The court concluded that cross-state recognition of the inter-series shield was not automatic and that the property state’s law controlled.
The inter-series shield is also almost entirely untested in court, even in adopting states. Legal scholars and practitioners have noted the absence of judicial guidance. An investor who relies on the Series LLC structure is betting on a legal theory that has never been enforced — and in Georgia, has no statutory basis at all.
What Separate Georgia LLCs Provide That a Series LLC Cannot
For Georgia investors, the reliable structure is one Georgia LLC per property. Each LLC is a fully separate legal entity under O.C.G.A. § 14-11-301 — not a theoretical “series” inside a master entity. Georgia courts have decades of experience enforcing LLC liability separation. A judgment against LLC A does not reach LLC B because they are separate entities under established Georgia law, not because of an untested series theory.
The mechanics:
- Each LLC holds title to one property. The deed is transferred from the investor’s personal name (or prior entity) into the LLC.
- Each LLC has its own bank account. Rent deposits go into the LLC’s account. Commingling personal funds into the LLC account is the primary trigger for veil-piercing under Acree v. McMahan, 276 Ga. 880 (2003).
- Each LLC has its own operating agreement. This governs management, membership transfer restrictions, and succession.
- Each LLC registers separately with the Georgia Secretary of State. The filing fee is $100 per LLC plus a $50 annual registration fee. For a five-property portfolio, that is $500 in formation costs and $250 per year — compared to the uncapped liability exposure of holding all five properties without separation.
For the full cost breakdown of LLC formation versus personal name ownership, see Personal Name vs. LLC vs. Trust for Georgia Rental Properties.
What a Revocable Trust Adds on Top of Separate LLCs
Separate LLCs solve the liability problem during the investor’s lifetime. They do not solve probate or incapacity.
When the LLC owner dies, the LLC membership interest is a personal asset that passes through Georgia probate — the same 6–18 month court process that applies to personally held real property. The executor is appointed by the Probate Court, earns commissions under O.C.G.A. § 53-6-60, and must manage or sell the LLC interests through the estate administration process.
The solution is to title each LLC’s membership interest in a revocable living trust. The trust owns the LLC. The LLC owns the property. At death, the LLC interests pass to the named trust beneficiaries without any probate proceeding — the successor trustee steps in and controls the LLCs directly. At incapacity, the same successor trustee manages the LLCs without a court-supervised conservatorship.
The trust does not affect the LLC’s liability protection. The trust is the LLC’s owner of record, not a participant in the LLC’s operations. A judgment against the LLC still cannot reach the trust’s other assets or the investor’s personal estate.
For a full breakdown of how LLC interests are transferred into a trust and what that transfer does and does not change, see LLC Owned by a Trust vs. Trust Owning Property Directly in Georgia.
When One LLC for All Properties Is Acceptable
One LLC for all properties is acceptable only when the investor understands and accepts the tradeoff: a judgment on any one property can reach all assets held by that LLC. For an investor with one or two low-value properties where the combined liability exposure is manageable and the cost of multiple entities is not justified, a single LLC may be the practical choice.
As the portfolio grows — in number of properties, in total value, or in tenant-facing risk — the single-LLC structure becomes harder to defend. One LLC per property is the standard recommendation for investors with three or more properties, for any property with commercial tenants, and for any property where the investor’s personal wealth significantly exceeds the LLC’s assets.
For a direct comparison of single-entity versus per-property LLC structures, see One LLC vs. Separate LLC Per Rental Property in Georgia.
