Georgia CommonsHB 1414: Limited liability companies; permit creation of protected series and registered series
Last action March 3, 2026 · House Committee Favorably Reported
House Bill 1414 would let Georgia limited liability companies (LLCs) split themselves into separate internal units called protected series and registered series, each shielding its own debts and assets from the others.
The summaries below were written by an AI model (claude-sonnet-5) from the text of the bill and are not part of it. Quote the text, not the summary. The stored text is the Introduced version, the latest LegiScan holds.
In plain language
Georgia law currently treats an LLC as a single legal unit whose members, assets, and debts are all pooled together. House Bill 1414 would add a new article to Georgia's LLC law (O.C.G.A. Title 14, Chapter 11) letting an LLC create internal divisions called series, each with its own members, managers, assets, and business purpose, while remaining part of one overall company. The bill creates two kinds of series: a protected series, established through the LLC's internal operating agreement and a notice in its articles of organization, and a registered series, formed by filing a certificate with the Secretary of State. As long as each series keeps separate records of its assets, the debts of one series generally cannot be collected from the assets of the LLC or any other series, and vice versa. The bill also sets rules for how series are managed, how they make distributions to members, how they can convert from one type to the other, how registered series can merge with each other, and how a series can be terminated and wound up, all without dissolving the larger LLC.
What the bill does
- Creates a new legal structure letting a Georgia LLC form protected series or registered series, each with its own members, managers, and assets.
- Shields each series's debts and liabilities from the assets of the parent LLC and other series, as long as separate records are kept and required notice is given.
- Sets procedures for forming a registered series by filing a certificate with the Secretary of State and for forming a protected series through the operating agreement.
- Establishes rules for distributions to members, member liability for wrongful distributions, and management authority within a series.
- Creates processes for converting a protected series into a registered series (and back), merging registered series together, and terminating and winding up a series without dissolving the whole LLC.
- Requires foreign LLCs registering in Georgia to disclose whether their series structure limits liability in the same way.
Who it affects
Georgia LLCs and their members and managers, especially businesses that want to separate different assets, investments, or business lines within one company; the Secretary of State's office, which would process new filings for registered series; and creditors or claimants who deal with a specific series's debts.
Why it matters
Businesses, particularly real estate investors and fund managers, use series structures to wall off risk between different assets or ventures without forming a separate LLC for each one. If enacted, Georgia LLCs could adopt this structure, potentially changing how creditors, litigants, and business partners assess which assets are exposed for a given series's debts.
Key provisions
- Code Section 14-11-1200 defines key terms including protected series, registered series, and series generally.
- Code Section 14-11-1202 sets baseline rules applying to any series, including that members are not personally liable for a series's debts solely due to membership, and default management and distribution rules.
- Code Section 14-11-1203 explains how a protected series is established (through the operating agreement, separate asset records, and a notice in the articles of organization) and confirms its liability shield.
- Code Section 14-11-1204 sets out how a registered series is formed by filing a certificate with the Secretary of State, naming rules, and how its certificate can be amended or canceled.
- Code Sections 14-11-1205 and 14-11-1206 allow conversion between protected series and registered series status through specific filings and member approval.
- Code Section 14-11-1207 states that converting a series does not require winding up or dissolving the LLC and preserves creditors' rights and debts against the converted series.
- Code Section 14-11-1208 allows two or more registered series of the same LLC to merge through a written agreement and a certificate of merger filed with the Secretary of State.
- Section 2 repeals any conflicting Georgia laws.
From the bill
“No member of a series shall be obligated personally for any debt, obligation, or liability of such series, whether arising in contract, tort, or through other means, solely by reason of being a member or manager of such series”
“the debts, liabilities, obligations, and expenses of the protected series shall be enforceable against such series's assets only, and not against the assets of the limited liability company or any other series”
Status timeline
- House Committee Favorably Reported (House)
- House Second Readers (House)
- House First Readers (House)
- House Hopper (House)
Sponsors
- Matt Reeves (R, HD-099)
- Chuck Efstration (R, HD-104)
- Soo Hong (R, HD-103)
- Scott Holcomb (D, HD-101)
- Stacey Evans (D, HD-057)
- Rob Leverett (R, HD-123)
Topics
- limited liability companies
- business law
- series LLC
- corporate registration
- Secretary of State filings