Oklahoma Series LLC: Protected and Registered Series, $100 Per Registered Series
Oklahoma Series LLC: Protected and Registered Series, $100 Per Registered Series
An Oklahoma series LLC lets one limited liability company create separate "series" that each hold their own assets, debts and business activity. Oklahoma permits this under its Limited Liability Company Act and recognizes two versions: protected series and registered series. The two differ in how they are created, what the Secretary of State records and how much they cost. This guide explains how each works, what a registered series costs, and what to check before you file.
What an Oklahoma Series LLC Is
A series LLC is a single LLC that can establish one or more series inside it. Each series can own its own property, sign its own contracts, carry its own debts and run its own operation, such as a rental property, a product line or a service division. The purpose is to keep the risk of one activity from reaching the assets tied to another.
Oklahoma's structure rests on two statutory provisions you should know by number. Protected series are covered by 18 O.S. 2054.4. Registered series are covered by 18 O.S. 2054.5 and are formed by filing articles of registered series with the Oklahoma Secretary of State. Both sit inside the Limited Liability Company Act. The Secretary of State's Business Filing Department handles the filings, and its main page is at sos.ok.gov/business.
Protected Series vs. Registered Series
Both types give you series inside one LLC, but the paperwork trail is different. The table below compares the features that matter most when you are planning.
| Feature | Protected series | Registered series |
|---|---|---|
| Statute | 18 O.S. 2054.4 | 18 O.S. 2054.5 |
| How it is created | Not formed by filing articles of registered series with the Secretary of State | Formed by filing articles of registered series with the Secretary of State |
| State filing fee | No separate fee is listed in the Secretary of State fee schedule. Confirm with the Secretary of State. | $100 per registered series |
| Amendments | Confirm with an attorney and the Secretary of State | $100 for amended articles of a registered series |
If you want a public filing you can point to, with a defined state fee and a record on file with the Secretary of State, the registered series is the route to focus on. Protected series exist under the same act, but have an attorney walk you through how one is set up and documented before you rely on it.
What a Registered Series Costs
The Secretary of State's fee list includes an Oklahoma Limited Liability Company (Registered Series) filing at $100. That $100 applies to each registered series. A parent LLC that creates three registered series therefore pays $300 in series filing fees, in addition to the parent LLC's own formation cost. The parent LLC must exist first, and its Articles of Organization cost $100.
| Filing or obligation | Fee | What to know |
|---|---|---|
| Articles of Organization (parent LLC) | $100 | Filed first, with the series notice included |
| Articles of registered series | $100 per registered series | Each series is filed separately |
| Amended articles of a registered series | $100 | Charged for each amendment |
| LLC dissolution | $50 | Applies when the LLC is dissolved |
| LLC Annual Certificate | $25 | The state listing says it covers registered series. Confirm with the Secretary of State how it applies if you have several. |
Oklahoma has no franchise tax for tax year 2024 and later, so the $25 annual certificate is the only recurring state filing fee for an LLC. Fees can change, so confirm current amounts on the Secretary of State's forms and fees pages before you file.
The Notice Your Articles of Organization Must Carry
The articles of organization for the parent LLC must include a notice of limitation on series liabilities under 18 O.S. 2005(B). This notice belongs in the original articles, not in a later amendment. Build it into the formation filing from the start, and have an attorney check the wording against the statute before you submit.
How to File Articles of Registered Series
- Form the parent LLC. File Articles of Organization for $100 and include the notice of limitation on series liabilities required by 2005(B).
- Prepare articles of registered series for each series you intend to create. Use the current form listed on the Secretary of State's forms page.
- File each set of articles with the Secretary of State Business Filing Department and pay $100 per series.
- Set up each series' records and accounts before the series begins doing business, as described in the next section.
- Calendar the annual certificate for the parent LLC and confirm with the Secretary of State how it applies to each registered series.
Processing time matters when you have a deal on the calendar. The Secretary of State publishes no processing-time guarantee. Documents are handled in the order received, and in-person filings must arrive before 4:30 p.m. Central. Online turnaround is not published, so call the Business Filing office at 405-522-2520 to confirm current timing. Same-day service is $50 per document and is available only for documents presented in person at the Secretary of State office.
Keeping Each Series' Liability Separate
The separation the statute provides depends on records. Under 18 O.S. 2054.5(C), when a series keeps segregated records, its debts are enforceable only against that series' assets. The phrase "segregated records" is the condition that does the work. A series that shares a bank account, invoices, contracts or books with the parent or with another series gives a creditor a basis to argue that the separation does not hold.
The statute does not give a checklist, but these habits are the ones that most commonly support the separation:
- Open a separate bank account for each series and for the parent LLC.
- Sign contracts, leases and purchase orders in the name of the specific series.
- Keep separate ledgers, asset lists and financial statements for each series.
- Insure each series' property and activities on its own policies where the risk justifies it.
- Document every transfer of money or property between series in writing before it happens.
Ask an attorney what segregation means for your specific assets and activities. A series with a poor paper trail can lose the protection the filing was meant to give.
Converting, Merging and Dividing Series
Oklahoma allows series to change after they are created. The statute permits conversion between protected and registered series under 18 O.S. 2054.6 and 2054.7, merger under 2054.8, and division under 2054.9. Each of these changes affects the liability picture, so treat them as legal decisions rather than paperwork. Run any conversion, merger or division past an attorney first.
The Secretary of State fee schedule does not list a separate fee for conversions, mergers or divisions. Confirm the filing requirements and any fees with the Secretary of State before you start, and expect that an amendment to the articles of a registered series may carry the $100 amendment fee.
Annual Certificate and Deadlines
The LLC Annual Certificate costs $25 and is due on the anniversary of the date the Articles of Organization were filed, with a 60-day grace period. The statute has no late fee. An LLC that misses the 60 days ceases to be in good standing, and reinstatement requires filing every delinquent annual certificate. For the full schedule and filing steps, read our Oklahoma LLC annual certificate filing deadline and process guide.
Tax Treatment: Ask a Tax Professional
How federal and Oklahoma tax rules treat a series LLC depends on facts this guide does not cover, including how each series is classified, whether each series reports separately and whether it needs its own employer identification number. Do not assume the answer. Bring your planned series, assets and activities to a CPA or tax professional before you file.
Sales tax is a separate question. If a series sells taxable goods or services, it may need a sales tax permit from the Oklahoma Tax Commission, which costs $20 for three years and is available through OkTAP. Confirm with the Oklahoma Tax Commission which registrations each series needs.
Limits of the Liability Protection
Oklahoma law sets up the Oklahoma series structure, but other states' courts decide for themselves how to treat it. A court in another state may not honor the separation the way an Oklahoma court would, and this guide does not promise that it will. If a series will own property, sign contracts or do business in other states, ask an attorney licensed in those states whether they will respect an Oklahoma series.
Series separation also does not cover your own wrongful conduct, and any personal guarantee you sign on a series obligation makes you personally liable for that obligation. Plan for these limits rather than assuming the structure covers everything.
Common Mistakes to Avoid
- Leaving out the notice. The 2005(B) notice of limitation belongs in the articles of organization. Add it at formation.
- Mixing money. Paying one series' bills from another series' account undermines the segregation that the statute ties to liability.
- Forgetting the per-series fee. Each registered series costs $100 to file, so budget for every series you plan to create, not just the first.
- Missing the annual certificate. An LLC that goes past the 60-day grace period loses good standing, and reinstatement means filing every missed certificate.
When a Series LLC Makes Sense
A series structure is most often considered when one owner runs several activities with different risk profiles, such as separate rental properties or product lines with different liability exposure. It adds recordkeeping work and a $100 filing fee for each registered series. For a single activity, a standard LLC with adequate insurance may be simpler and cheaper to run. The right answer depends on how many activities you have, how much each one could expose you to and how disciplined you will be about separate records.
Next Steps
If the parent LLC does not exist yet, start with our how to start an LLC in Oklahoma guide. Then decide how many registered series you need, budget $100 for each one, and set a calendar reminder for the annual certificate. Check the name and registered agent requirements before you file. The registered agent must maintain a physical Oklahoma street address, not a PO box, and must be open during business hours to accept service of process. You can check name availability through the Secretary of State business search.
Disclaimer: This guide is informational only. It is not legal, tax or financial advice. Series LLCs depend on statutes and tax rules that turn on your specific facts. Consult a qualified Oklahoma attorney and a CPA before forming a series. Fees and figures are based on Oklahoma Secretary of State and Oklahoma Tax Commission information checked on 2026-10-29 and may change.