How to dissolve a series LLC

What is a series LLC?

A series LLC is a single registered LLC, the “master”, that can hold multiple internal cells called protected series. Each series can own its own assets, take on its own debts, and have its own members, and when the structure is maintained correctly, the debts of one series are walled off from the others and from the master. States like Delaware, Illinois, Texas, Nevada and a handful of others allow it; investors often use one to hold several properties or ventures under one filing without forming a separate LLC for each.

That structure is what makes closing it a little more involved than a standard LLC dissolution. You are not just ending one entity, you are collapsing a parent that may still contain live cells. Until the master is formally dissolved, the whole structure exists in the eyes of your Secretary of State and keeps owing annual reports and franchise or minimum taxes, and each cell that still holds assets or debts keeps needing attention.

Which comes first, the series or the master?

The series come first. Each protected series is where the actual assets, creditors and members live, so you settle each one internally before collapsing the parent. If you dissolve the master while a series still holds property or owes a creditor, you undercut the very separation the series structure was designed to give, the shield works only while the cells are kept distinct, and a half-closed series can pull the master into a dispute it should have been walled off from.

Practically, that means inventorying every series first: what it owns, what it owes, who its members are, and whether it has its own EIN or bank account. Only once every cell is settled and empty do you dissolve the master with the state. This is the same “close the smaller entities first” logic that governs a holding company and its subsidiariesjust inside one filing instead of several.

How do you wind down an individual series?

Winding down a series is largely an internal act rather than a separate state filing. For each series you:

• Notify that series' creditors and settle or set aside money for its debts.
• Collect what's owed to that series and liquidate or transfer its assets.
• Distribute what remains to that series' members, not the master's, unless they're the same people.
• Record the closure in your operating agreement or series records, with the date the cell ceased to exist.

Most series-LLC states treat the cells as internal to one registered entity, so there is generally no separate Secretary of State dissolution per series, but a few states differ, so confirm your state's rule before assuming. Where a series had its own EIN, remember that closing the cell internally does not close that IRS account; that comes later, with the tax steps.

How do you dissolve a series LLC, step by step?

1. Inventory every series. List each cell's assets, debts, members and any separate EIN or bank account, so nothing is left behind when the master closes.
2. Wind down each series. Settle its creditors, distribute its assets, and record the closure, one cell at a time, keeping their books separate.
3. Vote and record the master dissolution. The members approve dissolving the master LLC the way the operating agreement requires and write it into a resolution.
4. File the state dissolution for the master. This is the same articles or certificate of dissolution a multi-member LLC files, made once for the registered entity.
5. File final returns and close the IRS accounts. Mark final federal and state returns final, and close the IRS business account behind every EIN the structure used.
6. Cancel everything else. DBAs, licenses, foreign registrations and the registered agent.

What does it cost to dissolve a series LLC?

The state fee for dissolving the master is the same one a regular LLC pays, from $0 in California to roughly $200 in Delaware, and most states do not charge a separate per-series fee to close cells, because the cells were never separate registrations. If you would rather have the whole thing handled, our service is $99 for a structure that never really traded, or $399 for one that operated and needs its IRS and state tax accounts closed as well, always plus the state fee at cost. See how the two packages compare.

What about the EINs and IRS accounts?

This is where a series LLC can hide extra work. Some owners obtained a single EIN for the master and ran the series as divisions; others obtained a separate EIN for each series that had employees or its own bank account. Wherever an EIN exists, the IRS keeps the business account behind it open until final returns are filed and you send a letter asking to close it, the state dissolution never touches those accounts, and the EIN itself is permanent and never reused.

Why keep series assets separate right to the end?

The entire value of a series LLC is the wall between cells. That wall only holds if you respected it while the structure was alive, separate books, separate bank accounts, no commingling, and it has to hold through closure too. If, during wind-down, you sweep one series' cash to cover another series' debt, you invite the argument that the cells were never really separate, which can expose assets you meant to protect. Settle each series on its own books, distribute on its own books, and the shield survives the dissolution intact. For the general order-of-payments rule when any entity has debts, see dissolving with debts.

Rather have it handled?

A series LLC is exactly the kind of structure where the order matters more than any single form. We map the wind-down, make the master's state filing, and close every IRS account the structure used, and if you are not sure how many EINs you actually have, a specialist is on WhatsApp 24/7 to work it out with you before you pay for anything.

This page is general information about dissolving a series LLC, not legal or tax advice. Series rules differ meaningfully by state; confirm your state's treatment of protected series before filing.