Series LLC FAQ

A Series LLC is created when the OtoCo Master LLC smart contract is called to spin up a new Series. The Master holds the master Operating Agreement and is registered in the relevant state (Delaware or Wyoming). The Series is created onchain by signing a transaction that triggers the Master contract.

Pursuant to Section 18-215(b) of the Delaware Act and the Limited Liability Company Agreement of the Master LLC (the "Master LLC Agreement"), the Master LLC is authorized to establish separate members and limited liability company interests with separate and distinct rights, powers, duties, obligations, businesses and objectives (each a "Series").

When the transaction confirms, the Series LLC Operating Agreement is signed with the public wallet address of the sender, who legally becomes the LLC's first Member. The Agreement gives equivalence between a private-key signature and a wet/digital signature:

Any signature or execution made through the use of private keys on the blockchain for any matters relating to the Company shall be valid, as if signed in writing.

As a result, the individual Series LLC is owned by the smart contract created by the Master LLC.

OtoCo is multi-chain: you can form your Series LLC on any of the EVM networks OtoCo supports (Ethereum mainnet, Polygon, Base, and others). The legal validity is identical; the only differences are gas cost and your preferred onchain home.

The whole point of the Series LLC structure under Delaware (and similar state) law is that one Series cannot be contaminated by what happens in another.

In a traditional context, the Master is the "sponsor" of a common project that requires individual LLCs for each asset held (e.g. individual real-estate properties financed by the same sponsor). In OtoCo's setup, the Master is expressly excluded from Membership in the individual Series, and the Series have no required relationship to each other. In Delaware (unlike Wyoming) there is no need to report the names of the individual Series in the Master's Annual Filing — your Series's name does not become public.

The separateness is articulated in the Operating Agreement:

[…] none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Master LLC generally or any other Series of the Master LLC will be enforceable against the assets of the Company. A member participating in one Series will have no rights or interest with respect to any other Series, other than through that Member's interest in that Series independently acquired by that Member. This Agreement and all provisions herein will be interpreted in a manner to give full effect to the separateness of each Series.

And further on:

The dissolution and termination of the Company will not, in and of itself, cause or result in the dissolution or termination of the Master, LLC or any other Series.

Categorically yes. Your Series LLC is entirely independent from every other Series under the Master. It has its own Members, Managers, assets, and liabilities — just like a standalone LLC.

Whatever happens to the other Series under the Master will not affect your LLC.

A Series LLC has a valid, fully separate legal personality that can be spun up instantly and at a flat $99/year:

• No state filing required — the Master LLC takes care of filings on behalf of all its Series.
• A ready Operating Agreement is generated from your formation inputs — no lawyer fees.
• You don't pay the Delaware or Wyoming Annual Franchise Tax separately — the Master (OtoCo DE LLC or OtoCo WY LLC) pays the franchise tax, and Series share it for free.
• Your LLC automatically gets a registered address in the relevant state.
• Your Series is private by default — no public Certificate of Formation listing the first Member or Manager.

If you need an independent LLC with its own Certificate of Formation and EIN — for example because your investors or your bank insist on it — you can upgrade to Standalone LLC Formation at $299/year at the formation step. See the comparison on Choosing the Right Incorporation.

The instant + low-cost combination makes OtoCo Series LLCs ideal for:

• DAO operating entities that need limited liability and a real legal wrapper
• RWA vaults holding tokenised real-world assets
• Crypto treasury holding companies (a Wyoming Series LLC is the classic choice)
• Single-purpose vehicles — one entity per property, trademark, copyright, or domain
• Limited liability wrappers around smart contracts, reducing personal legal risk for solo or small-team devs
• SAFE / SAFT / SAFTE issuers and Token Purchase Agreement issuers

The flow is short:

1. Go to otoco.io/spinup, pick Delaware or Wyoming, and connect your wallet.
2. Enter your preferred name and click Check Availability.
3. If available, sign the formation transaction and pay the $99 fee (card or crypto). Activation completes in about 6 seconds.
4. The DashPanel opens; you receive an Entity NFT in your wallet and can download the executed Operating Agreement.

For a full walkthrough with screenshots, see How to Form a Delaware LLC or How to Form a Wyoming LLC.

Yes — as long as the name is not already taken across the Master's Series registry. That's why the name-check step happens before the transaction.

The chosen name appears on the cover page of the LLC's Operating Agreement. The business of the Company may be conducted under that name or under any other name the Manager determines (a "doing business as" name).

Under the Delaware Act on Series LLCs, there is no obligation (though it is standard practice) to refer to the Master in the official name. For Acme LLC in Delaware, conventional naming would be:

Acme LLC, a Series of OtoCo DE LLC

… however nothing in the Act prohibits using the Series LLC by its individual name, Acme LLC.

In Wyoming, naming is more restrictive and a Series LLC's full legal name uses the following format:

OtoCo WY LLC – Acme – Series LLC

Not by default — and you usually don't need one to operate an OtoCo Series LLC as a holding vehicle. If you need an EIN (for U.S. banking, Stripe, hiring U.S. contractors, etc.), order the Tax ID (EIN) add-on for $189 once during formation, or ask Genco later. See Banking & EIN for the full bundle.

• Delaware / Wyoming Annual Franchise Tax — paid by the Master LLC (OtoCo DE LLC, OtoCo WY LLC). You do not file it yourself for a Series.
• U.S. federal tax — depends on your situation. Single-member LLCs are disregarded entities by default; multi-member LLCs are partnerships by default. Foreign-owned LLCs have specific U.S. compliance filings (Form 1120 + 5472 or Form 1065 + K-1) that OtoCo can prepare via the Tax Center inside your DashPanel. See U.S. Tax Filing for Foreign-Owned LLCs.

Yes. From the DashPanel, open your entity, go to Manage, and select Close Entity. You'll pay gas to transfer the Entity NFT to the dead address. See Close Entity.

Next: Choosing the Right Incorporation · How to Form a Delaware LLC · How to Form a Wyoming LLC