HB1414: HB1414 Limited liability companies; permit creation of protected series and registered series

Under current Georgia law, an LLC operates as one legal entity, and its debts and assets are not divided into separate internal compartments. This bill adds a new article to Georgia's LLC law (O.C.G.A. Chapter 11 of Title 14) letting an LLC's operating agreement create one or more 'series' inside the company, each with its own members, managers, assets, and business purpose. A 'protected series' is created just through the operating agreement and a notice in the company's articles of organization, while a 'registered series' is created by filing a certificate with the Secretary of State. Each series can generally be sued and hold property in its own name, and its debts are enforceable only against that series's own assets, not the assets of the LLC or other series, as long as records are kept separately. The bill also sets rules for distributions, termination and winding up of a series, converting a protected series into a registered series (or vice versa), and merging registered series with each other. It repeals conflicting laws.

• Lets an LLC's operating agreement create 'protected series' or 'registered series,' each with its own members, managers, assets, and business purpose.
• Shields each series's debts and liabilities so they can only be enforced against that series's own assets, not the LLC's other assets or other series, if records are kept separate.
• Sets up a filing system with the Secretary of State for creating, amending, and canceling certificates of registered series.
• Establishes procedures for winding up and terminating a series, including court-ordered termination when running the series under the operating agreement isn't practical.
• Creates processes for converting a protected series into a registered series (and back), and for merging multiple registered series of the same LLC.
• Requires foreign LLCs registering in Georgia that have series provisions to disclose how debts and liabilities of their series are enforced.

Georgia LLC owners, members, and managers who want to organize a company into separate internal divisions; the Secretary of State's office, which would process new certificate filings; creditors and business partners dealing with a specific series; and foreign LLCs registering in Georgia that already use series structures.

Business owners using LLCs could isolate different properties, ventures, or investments inside one company so that a lawsuit or debt tied to one line of business would not put the rest of the company's assets at risk, changing how creditors, investors, and courts treat those separate divisions.

• New Code Section 14-11-1200 defines 'protected series,' 'registered series,' and 'series' for purposes of the new article.
• Code Section 14-11-1202 lets a series contract, hold property, grant liens, and sue or be sued in its own name, and shields members from personal liability for a series's debts.
• Code Section 14-11-1203 sets the conditions for forming a protected series: it must be provided for in the operating agreement, keep separate asset records, and have a liability notice in the articles of organization.
• Code Section 14-11-1204 requires a registered series to be formed by filing a certificate with the Secretary of State and sets rules for amending, canceling, and naming registered series.
• Code Sections 14-11-1205 and 14-11-1206 let a protected series convert to a registered series and vice versa through specific filings and member approval.
• Code Section 14-11-1208 allows registered series of the same LLC to merge with each other through a written agreement approved by a majority of members and a certificate of merger.
• Section 2 repeals any conflicting Georgia laws.

1. 2026-03-03House Committee Favorably Reported (House)
2. 2026-02-24House Second Readers (House)
3. 2026-02-20House First Readers (House)
4. 2026-02-20House Hopper (House)

• Matt Reeves (R, HD-099)Primary sponsor
• 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)

• limited liability companies
• business law
• corporate filings
• Secretary of State filings
• asset protection