When I started my investment banking career in Singapore in 2005, there were just so many Delaware LLCs doing business around, that I thought Delaware was a tax haven like Bermuda, BVI and Cayman Islands.
But my professional naivete is not what I am going to talk about today. Instead I want to explore why Delaware LLCs work best! Let’s hear SyndiCat first!
Did you know that Delaware is not the only state that offers protected Series? There are another 18 states that offer the same (list at the end of the letter)! Florida is now 20th in this queue.
Florida recently enacted a law (effective 07/01/2026) allowing the formation of protected LLC series. Under this framework, a single Florida LLC may establish multiple protected series, each with its own members, managers, assets & liabilities.
While not separate legal entities, these will still be distinct “persons” for liability and governance purposes. Sounds like a copy-paste of what Delaware has been offering for nearly three decades now.
Going back to the question, why do we still only hear about the DE series? Why have other states not been able to make a mark offering similar “bulk discounting” of protected LLCs? Let me answer these questions à la textbook first!
• DE is the pioneer and its first mover advantage has helped synonymize itself with most mature and the safest.
• Another way being first worked for DE was through the evolution of a super-mature ecosystem of DE lawyers, courts, documentation standards, and their universal acceptability. It is like how being the first to launch an affordable EV helps the development of the most pervasive charging infrastructure, making it the preferable choice
• DE has also kept its Series affordable with just $300 as annual franchise tax for a master (that can have any number of series). Add the agent’s annual fee and you are the master of your own Master.
• All these benefits without compromising on the flexibility in management and a complete containerization of liabilities.
In the real world and my own experience, the clincher for DE is they are perhaps the most efficient jurisdiction across. With the transparency & responsive support offered, it doesn’t surprise us they are a near monopoly!
Finally, the 18 other states that offer DE-like protected series structure: Wisconsin, Illinois, Iowa, Nevada, Texas, Utah, Tennessee, Oklahoma, Arkansas, Kansas, Missouri, Montana, Alabama, North Dakota, Wyoming, Indiana, District of Columbia, Puerto Rico.
If you’re looking to create SPVs, you’re welcome to book a call with us. I’d be happy to walk you through our platform and everything we’ve built.
Cheers!
