Series LLC for Real Estate

Series LLC for Real Estate

How Texas Investors Hold Rental Properties


In Texas, your primary residence is insulated from most creditors. All of your other real estate gets no such protection. One lawsuit can put your entire real estate portfolio at risk.

So how should you hold your investment properties? You have three realistic routes: one LLC that owns everything, a separate LLC for every property, or one Series LLC that gives each property its own liability shield. For most Texas investors, a Series LLC for real estate wins on protection, cost, and efficiency.

This guide explains why, then covers the mechanics: how many properties belong in each series, how to deed a rental into the structure, and how to bring in property you already own.

Why a Series LLC Is Ideal for Real Estate

You already know better than to own investment property in your personal name. That leaves three entity routes:

One LLC that holds everything. This is the cheap route, and it's a single basket. If a tenant at one rental wins a judgment against the LLC, every property inside it is exposed.

A separate LLC for each property. This is the most protective, but each LLC requires its own state filing fee, annual report, bank account, registered agent, etc. Protection scales, and so do the burdens.

One Series LLC. A Series LLC for real estate is the efficient alternative to using multiple LLCs. A Series LLC is a type of LLC that has the unique ability to create separate and distinct cells (also known as "series") within the framework of a single LLC. Each series functions like an independent LLC and the assets of one series are insulated from the liabilities of every other series. A claim against one series can only reach the assets of that series. Everything else stays protected behind its own liability shield.

Start my Series LLCLet Us Handle the paperwork

How to Put Rental Property in an LLC in Texas, Step by Step

A series of a Series LLC only protects what it owns. Until the county deed records show the series as the owner of your rental, nothing has changed. Here is the full sequence:

  1. Form the Series LLC. File a Certificate of Formation with the Texas Secretary of State containing the required series language. The standard form does not include it, so this is not a fill-in-the-blank filing. Your company agreement must also contain specific language.
  2. Establish a series for the property. Document the creation of the series by designating the name, members, managers, etc.
  3. Transfer the property into the series. A warranty deed transfers the property from the current owner(s) to the series, and it must be recorded in the county where the property sits. Until that deed is recorded, the series owns nothing. Read more about transferring real estate.
  4. Update your insurance. The series now owns the property, so the series should be added as an additional insured on the existing insurance policies.
  5. Attribute revenues and expenses. All revenues and expenses need to be attributed to the proper series. This can be done by using separate bank accounts or, if using one bank account, classifying everything in your bookkeeping system. The liability shield connected with each series depends on this discipline, and we cover what breaks it below.

Already Own Property in Your Name or a Regular LLC?

You don't need to start over. Property you already own moves into a Series LLC in one of two ways, depending on how it's held today.

Property in your personal name. It transfers into a series by deed, exactly as described in Step 3 above. The sooner it moves, the sooner the shield is up.

Property in a regular LLC. You have two options. The first is the same path described above: form a Series LLC, establish a series, and deed the property out of your current LLC and into the series. The second is to convert your existing LLC into a Series LLC, so the entity you already have gains the ability to create series. Conversion preserves your EIN, your bank accounts, and your history, which matters if the LLC holds long-standing leases or loans. Read more about converting an LLC to a Series LLC.

Protected Series or Registered Series?

Texas offers two flavors of series, and they carry identical liability protection. A registered series is filed with the Texas Secretary of State for $300 and receives a state filing number. A protected series requires no state filing at all.

So who would want a registered series? Mostly businesses that borrow against non-real-estate collateral, because lenders need a state filing number before filing UCC liens against equipment, inventory, or receivables. Real estate liens work differently: they are recorded in the county deed records, no state filing number required. That's why most real estate investors choose protected series and keep the setup simpler and cheaper. Read more about protected vs. registered series.

What Breaks the Liability Barriers

The liability barrier of each series is conditional: Texas law requires that records be maintained for each series, accounting for its assets separately from every other series. Fall short, and a plaintiff's lawyer can argue that the liability barriers of each series should not apply to his client.

The most common failures are ordinary habits, not exotic mistakes. Rent deposited (or expenses paid) without attributing the transaction to the proper series. A deed that names the parent LLC instead of the series.

The fix is discipline, not complexity. Maintain books that attribute every dollar to the correct series, and hold title in the name of the series (not the Series LLC).

Ready to Safeguard Your Portfolio?

Asset protection only works if it's in place before you need it. A Series LLC only pays off if it's built and maintained correctly, and every step above is work we do daily. We form Texas Series LLCs for a flat fee, from the Certificate of Formation through the deed that moves each property into its series. If you're weighing the move, schedule a free consultation and we'll map your portfolio to the right structure.

Frequently Asked Questions

How Many Properties Should You Put in Each Series?

One. A Series LLC does its best work when each series holds a single property. A claim against one series can only reach the assets of that series, so every property you separate is a property you safeguard.

Should I use a Series LLC for my Airbnb?

Yes, and a short-term rental is one of the strongest cases for its own series. An Airbnb carries more liability exposure than a long-term rental: a constant rotation of guests, strangers on the property who never signed a lease, and higher odds of a slip and fall, a pool incident, or property damage that turns into a claim. Holding the Airbnb in its own series keeps that risk away from your other properties. Two cautions. First, standard landlord and homeowner policies often exclude short-term rental activity, so pair the series with a policy written for STRs (or a host endorsement) and name the series as the insured. Second, check your city's short-term rental ordinance before you deed the property over, since some permits are tied to the owner of record.

Should I use a Series LLC for house flipping?

Anytime you have multiple properties, you can use a separate series for each property to help insulate the properties from one another. With flipping, however, you typically own each property for only a short period of time. While creating and later terminating a separate series for each property can be worthwhile, it is more common for flippers to reuse the same series for multiple properties.

Can I use a Texas Series LLC to hold real estate outside of Texas?

You may use a Texas Series LLC to own property in another state, but doing so can involve some additional uncertainty because not every state recognizes Series LLCs, and the laws governing Series LLCs vary from state to state. Many states, however, have adopted statutes that substantially reduce this risk by providing that the law of the Series LLC’s state of formation governs the internal affairs of its series and, in certain circumstances, the liability protections between the series.

Can I put multiple properties in one series?

You can, but each property you add to a series shares its fate with the others in a lawsuit. The default rule is one rental per series.

How much does a Texas Series LLC cost?

The Texas filing fee for the Certificate of Formation is $300, the same as a regular LLC, and protected series require no additional state filings. For the full picture, including legal fees and deeds, see our breakdown of what a Texas Series LLC costs.

Does each series need its own bank account?

Not necessarily. What Texas law requires is that each series' assets be accounted for separately. Separate accounts are the cleanest way to do that, but one account with bookkeeping that attributes every transaction to the correct series can also work. Read more about separate bank accounts for each series.

Does each series need its own EIN?

Usually not. Most Series LLCs operate under a single EIN, with each series tracked in the books. A series can obtain its own EIN when circumstances call for it. This is a question for your CPA based on how your structure is taxed. Read more about EINs for each series.

Can a series get a mortgage?

Yes, though not every lender is familiar with the structure. Investor-focused lenders regularly close loans in the name of a series. Buyers using conventional financing sometimes purchase in their personal name first, then transfer the property to the series afterward.
Start my Series LLCLet Us Handle the paperwork

Zachary Copp, Esq.

Attorney at Copp Law Firm, PC

Mr. Copp is a graduate of the University of Texas at Austin and the founder of the Copp Law Firm. He has been licensed in Texas for 23 years and has personally formed over 3,750 Texas LLCs since 2015. He was recognized as a Rising Star by SuperLawyers® for seven straight years. See full bio →