Series LLC by State: Texas vs. Delaware vs. Nevada vs. Wyoming (2026)

Comparison

Entity types — head to head

All information verified as of 2026-05-09. Tax rules change; verify with a CPA before making formation decisions.

Factor	Delaware	Wyoming
Filing fee	Best
Annual fee / franchise tax		Best
Notice / publication requirement for each series
Charging-order protection strength		Best
Cross-state recognition notes	Best
Attorney-recommended vs. DIY suitability		Best
Recommended use case

Data verified: 2026-05-09. Federal tax rates and state formation fees subject to change — verify against IRS.gov and your state's Secretary of State website.

Entity profile

Texas

Formation cost: $300 — Certificate of Formation. A registered series certificate also carries a Texas filing fee if you use registered rather than protected series.
Tax treatment: No personal income tax. Texas franchise tax analysis can apply by series depending on facts; no-tax-due thresholds cover many small real estate portfolios, but each series should be reviewed by a Texas CPA.
Tax form(s): Texas franchise tax report / public information report analysis; federal classification follows IRS proposed Series LLC rules and ordinary entity classification.
Liability shield: Yes — Texas Bus. Org. Code Subchapter M provides liability isolation when the company agreement and certificate give required notice and records separately account for each series's assets.
Ongoing compliance: Medium — Strong statutory framework, but protected vs. registered series choice and Texas franchise tax reporting add complexity.
Best for: Texas real estate investors holding multiple Texas properties under one domestic filing.
Key differentiator: Best home-state Series LLC choice when the operating assets are in Texas.
Verdict: Use Texas when the properties, leases, contractors, and courts are primarily Texas-based.

State formation guides & comparisons

Entity profile

Delaware

Formation cost: $90 + $300/yr — Certificate of Formation plus Delaware's annual LLC tax. Registered series filings may add state fees.
Tax treatment: No Delaware income tax on out-of-state operations solely because the LLC is formed in Delaware, but the $300 annual LLC tax applies. Federal series treatment follows the IRS proposed regulations and ordinary classification rules.
Tax form(s): Delaware annual LLC tax; federal EIN/return decisions by parent and series.
Liability shield: Yes — Delaware permits protected series and registered series. Records must separately account for series assets, and the certificate must give notice of the liability limitation.
Ongoing compliance: Medium — More sophisticated statute and investor familiarity, but registered-series choices and Delaware annual tax make it less DIY-friendly.
Best for: Interstate holding structures, institutional real estate investors, syndicated deals, and owners who value privacy plus Delaware legal familiarity.
Key differentiator: Prestige, privacy, and investor acceptance.
Verdict: Use Delaware when counterparties, lenders, or investors expect a Delaware vehicle.

State formation guides & comparisons

Entity profile

Nevada

Formation cost: $425 start / ~$350 yr — $75 articles, $150 initial list, and $200 state business license for ordinary LLC formation; annual list and business license renewal are recurring.
Tax treatment: No state income tax. Annual state business license and list fees are the main recurring cost; federal classification follows IRS proposed Series LLC rules and ordinary entity classification.
Tax form(s): Nevada annual list and business license renewal; federal EIN/return decisions by parent and series.
Liability shield: Yes — Nevada recognizes series under NRS 86.296, with liability separation dependent on the articles, operating agreement, and separate records.
Ongoing compliance: Medium — Higher annual state fees than Texas or Wyoming; better for Nevada-connected assets than purely remote formation shopping.
Best for: Nevada property owners or investors who want Series LLC authority with no Nevada state income tax.
Key differentiator: No state income tax, but higher annual entity fees.
Verdict: Use Nevada when the assets or owners have a real Nevada nexus and the annual fee burden is acceptable.

State formation guides & comparisons

Entity profile

Wyoming

Formation cost: $100 + $60/yr min — Articles of Organization plus annual report/license tax, with $60 minimum before online processing fees.
Tax treatment: No state income tax. Federal treatment follows the IRS proposed Series LLC rules and ordinary entity classification. Out-of-state property can still trigger foreign qualification and local tax obligations.
Tax form(s): Wyoming annual report/license tax; federal EIN/return decisions by parent and series.
Liability shield: Yes — Wyoming supports series and has strong charging-order protection. Liability isolation still depends on separate records, separate accounts, and recognition by the state where the asset or lawsuit sits.
Ongoing compliance: Low — Lowest recurring state cost among the four, but cross-state recognition must be checked before using Wyoming cells for non-Wyoming property.
Best for: Low-cost, privacy-focused holding structures and real estate investors whose operating states will respect the Series LLC structure.
Key differentiator: Lowest state fee burden plus privacy.
Verdict: Use Wyoming when low recurring cost and privacy matter, and when the assets are not in a hostile non-series state.

State formation guides & comparisons

Decision framework

How to choose the right entity type

Start with the property state, not the cheapest filing state A Series LLC protects assets only if the relevant court, title company, lender, and tax agency respect the series structure. For Texas property, Texas usually beats a cheaper out-of-state parent. For Nevada property, Nevada may be cleaner despite higher annual fees. For property in a non-series state, separate local LLCs may be safer than any Series LLC.
Decide whether you need protected series or registered series Some states allow internal protected series created mainly through the operating agreement, while others also permit registered series that are filed with the state and may receive separate certificates. Registered series can help with lenders and counterparties, but they add filing cost and compliance work.
Model the annual compliance cost by property count Compare one Series LLC with per-series bank accounts, EINs, bookkeeping, and tax review against separate LLCs for each property. Wyoming wins on state fees, Delaware wins on investor familiarity, Texas wins for Texas domestic operations, and Nevada is mostly attractive when there is a Nevada nexus.
Draft the operating agreement before moving assets Series isolation depends on operating-agreement language and separate records. Each series should have its own asset schedule, bank account, contracts, insurance, and books. Moving deeds or contracts before the series documents are ready creates avoidable title and liability risk.
Confirm tax reporting and EIN handling with a CPA The IRS proposed regulations treat each domestic series as a separate entity for federal tax purposes, but those regulations are not final. Before filing returns or applying for EINs, confirm how the parent and each series will be classified and reported.

FAQ

Series LLC state comparison FAQ

What is the best state for a Series LLC?

Texas is usually best for Texas domestic real estate, Delaware is best for interstate or institutional investor structures, Nevada is useful when there is a real Nevada nexus and no state income tax matters, and Wyoming is best for low recurring fees plus privacy. There is no universal best state because non-series states may not recognize the cell isolation.

Do Texas, Delaware, Nevada, and Wyoming require newspaper publication for each series?

No. None of these four states has a New York-style newspaper publication requirement for each series. The relevant notice is statutory notice in the certificate, articles, and operating agreement, and in some cases a state filing for a registered series.

Does every series need its own EIN?

Often yes for banking and clean administration, but the tax answer depends on ownership and classification. IRS proposed regulations under section 301.7701 would treat each domestic series as a separate entity for federal tax purposes, but the regulations remain proposed. Get CPA guidance before applying for EINs or filing returns.

Can I form a Wyoming Series LLC for properties in states that do not allow Series LLCs?

You can form the Wyoming entity, but that does not guarantee a non-series state court will honor liability isolation between cells. For property in California, New York, Florida, or another non-series state, separate local LLCs or a traditional holding-company structure may be more reliable.

Is a Series LLC safe to DIY?

The filing itself can look simple, especially in Wyoming, but the liability isolation depends on attorney-grade operating agreement language, separate records, separate bank accounts, and correct asset titling. DIY is risky for leveraged real estate, multiple owners, interstate operations, or any structure involving outside investors.

Which state is cheapest for a Series LLC?

Wyoming is the cheapest recurring option among Texas, Delaware, Nevada, and Wyoming because its annual report/license tax has a $60 minimum. Delaware is cheaper to form than Texas, but the $300 annual LLC tax makes it more expensive over time. Nevada has the highest recurring state fee burden among the four.

Pick a state to form in

LLC formation state comparisons

Once you've decided on an LLC, choose the right state — formation cost and annual obligations vary significantly.

§ A Building permits by city

§ B LLC formation guides by state

§ C Companion tools

Disclaimer: Informational only — not legal or tax advice. Entity selection has significant legal and tax consequences; consult a licensed CPA or business attorney for your situation. Federal and state tax rules change; verify against current IRS guidance and your state's Secretary of State website before making decisions. This page may contain affiliate links; we earn a commission if you sign up through them, at no extra cost to you. See our affiliate disclosure.