Most comparisons of single-member and multi-member LLCs mention charging-order protection as a single bullet point: multi-member LLCs get it, single-member LLCs might not. Our own Single Member LLC vs. Multi Member LLC guide and planning-stage comparison both flag this in passing. The reality is more specific, and more important, than a bullet point: whether a single-member LLC gets the same charging-order protection as a multi-member LLC depends entirely on which state's law governs the LLC — and the answer splits states into genuinely different camps, not just a spectrum.
This article is the deep dive on just that question, built on the state-by-state charging-order research behind our 50-state single-member LLC guide.
What a Charging Order Actually Is
A charging order is a court order that lets a judgment creditor collect a debtor-member's share of an LLC's distributions — without giving the creditor a vote, a management role, or a direct claim on the LLC's underlying assets. When a state's LLC statute makes the charging order the judgment creditor's exclusive remedy, that means the creditor is stuck waiting for distributions (which the LLC isn't obligated to make) instead of being able to force a sale of the member's interest or seize company property directly.
The policy reason this exists in the first place, according to the drafting history behind modern LLC statutes, is to protect a debtor-member's co-owners from being dragged into business with a stranger, or from having the entire company disrupted to satisfy one member's personal debt. That rationale is the whole reason this article exists: several courts have looked at a single-member LLC, noticed there are no co-owners to protect, and concluded the exclusive-remedy rule shouldn't apply the same way.
Three Camps: Closed by Statute, Stripped by Case Law, or Untested
Based on the per-state research behind our single-member LLC guides, states fall into three groups on this specific question:
- Closed the gap by statute. A handful of states wrote explicit language into their LLC acts extending charging-order exclusivity to single-member LLCs by name — usually phrased as something like “regardless of the number of members” or “whether the company has one member or more than one member.” Wyoming, Nevada, Delaware, and Texas (as of a 2023 amendment) are the clearest examples.
- Stripped the protection by case law. In at least two high-profile states, courts have specifically carved single-member LLCs out of protection multi-member LLCs enjoy — Florida through a direct charging-order ruling (Olmstead), and California through a related but distinct reverse-veil-piercing doctrine (Curci Investments).
- Silent and untested. Most states' LLC statutes simply don't address member count on this point at all. That's not the same as a guarantee of protection — it means the question hasn't been decided one way or the other in that state.
Here's how six representative states break down across those camps:
| State | Citation | How single-member LLCs are treated |
|---|---|---|
| Wyoming | Wyo. Stat. Ann. § 17-29-503(g) | Closed by statute. The charging order is the exclusive remedy “regardless of the number of members,” naming sole members directly with no foreclosure exception. |
| Nevada | NRS 86.401 | Closed by statute. The charging order is the exclusive remedy “whether the limited-liability company has one member or more than one member.” |
| Delaware | 6 Del. C. § 18-703 | Closed by statute. Attachment, garnishment, and foreclosure are unavailable “whether the limited liability company has 1 member or more than 1 member.” |
| Texas | Tex. Bus. Orgs. Code § 101.112(g), added by SB 2314 (eff. Sept. 1, 2023) | Closed by statute, recently. The 2023 legislature added subsection (g) confirming the exclusive-remedy rule “applies to both single-member ... and multiple-member limited liability companies.” |
| Florida | Olmstead v. FTC, 44 So. 3d 76 (Fla. 2010) | Stripped by case law. The Florida Supreme Court held the charging order is not the exclusive remedy against a single-member LLC interest — a court can order the membership interest itself surrendered. |
| California | Curci Investments, LLC v. Baldwin, 14 Cal. App. 5th 214 (2017) | Undercut by reverse-piercing case law. The statute (Cal. Corp. Code § 17705.03(f)) reads exclusive-remedy on its face, but Curci let a creditor reach a single-member LLC's assets directly through reverse veil-piercing. |
For the broader picture — how every state treats foreclosure of an LLC member's interest generally, independent of single- vs. multi-member status — see our state-by-state charging order chart. That chart and this article answer two related but different questions: it covers whether foreclosure is allowed at all in a given state; this article covers whether single-member LLCs specifically get treated worse than multi-member LLCs within that state's rules.
Multi-Member Doesn't Mean Automatically Protected, Either
It's tempting to read all of this as “add a second member and the problem goes away.” That's not quite right. The foreclosure-vs-no-foreclosure question our state chart tracks applies to multi-member LLCs too — a multi-member LLC formed in a state where courts allow foreclosure of a member's interest is still exposed on that front, regardless of member count. The single- vs. multi-member question in this article and the foreclosure-generally question in our state chart are two separate axes, and a fully protected LLC needs to clear both.
There's also a real cost to adding a member purely for this reason: it changes the LLC's federal tax classification from a disregarded entity to a partnership (Form 1065, K-1s to each member), and it changes governance — you're no longer the sole decision-maker. Some owners in Olmstead- or Curci-affected states do add a nominal second member (often a spouse or a trust) specifically to move their fact pattern outside the single-member-specific reasoning those cases relied on, but this is a decision to make with an attorney, not a reflexive fix.
Charging-Order Protection Isn't the Same as Veil-Piercing Protection
Even in the strongest charging-order states, protection has a limit: it only shields you from a member's personal creditors trying to reach the LLC. It says nothing about a court disregarding the LLC entirely because the company itself was run as a sham. Even Wyoming — arguably the strongest charging-order state in the country — has seen its own Supreme Court pierce a single-member LLC's veil where the company was undercapitalized and commingled with its owner (GreenHunter Energy, Inc. v. Western Ecosystems Technology, Inc., 2014 WY 144, 337 P.3d 454 (Wyo. 2014)). The lesson holds regardless of which state you're in: strong statutory charging-order language protects your ownership interest from being seized by a member's personal creditors; it doesn't substitute for adequately capitalizing the LLC, keeping a separate bank account, and avoiding commingled finances.
A single-member LLC faces this scrutiny more acutely than a multi-member one in every state, purely because there's no second member's independent conduct for a court to point to as evidence the company is genuinely separate from its owner.
Charging Order Protection FAQs
In a handful of states, yes, by explicit statute. Wyoming, Nevada, Delaware, and (as of a 2023 amendment) Texas all wrote language into their LLC statutes extending charging-order exclusivity to single-member LLCs “regardless of the number of members.” In most other states, the statute is simply silent on member count, which leaves the question open rather than answered either way.
The policy reason charging orders exist as the exclusive remedy in the first place is to protect a debtor-member's co-owners from being forced into business with a creditor or from having the whole company disrupted by one member's personal judgment. Courts in states like Florida (Olmstead) and California (Curci) have reasoned that this rationale has little force when there are no other members to protect — so they've allowed remedies against single-member LLCs that wouldn't be available against multi-member ones.
Sometimes it helps, but it isn't a guarantee, and it isn't free. Adding a member changes your LLC's federal tax classification from a disregarded entity to a partnership, changes governance, and doesn't retroactively rewrite a state's case law. In Wyoming, Nevada, Delaware, or Texas, a single-member LLC already has the same charging-order protection a multi-member one would, so adding a member wouldn't add anything on that specific point. Talk to an attorney before treating a second member as a quick fix.
No. Member count is only one axis. A separate, broader question is whether a state's charging-order statute allows foreclosure of any member's interest — single or multi-member — at all. Several states allow it outright, and others are silent and leave it to a court. See our full state-by-state charging order chart for how every state handles foreclosure generally, independent of member count.
Generally, an LLC's internal affairs (including charging-order remedies) are governed by the state where it's organized, not where the owner happens to live. But a creditor may still file suit in the owner's home state, and courts don't always agree on which state's law controls a given dispute. This is exactly the kind of conflict-of-laws question worth raising with an attorney before you assume a favorable state of formation solves everything.
Not automatically. Real property is generally subject to the laws of the state where it's located, and many owners still form a separate LLC in the state where the property sits. A Wyoming or Nevada parent holding company can still play a role in a broader structure, but it doesn't relocate the underlying real estate's legal treatment.
Yes — charging-order protection and veil-piercing protection are two different doctrines. Even Wyoming's Supreme Court has pierced a single-member LLC's veil where the company was undercapitalized and commingled with its owner (GreenHunter Energy, Inc. v. Western Ecosystems Technology, Inc., 2014 WY 144). A strong charging-order statute protects you from a member's personal creditors; it doesn't excuse skipping basic formalities.
Our Single Member LLC vs. Multi Member LLC guide and our Single Member LLC vs. Multi-Member LLC planning guide both cover ownership, taxation, management, and general liability differences. This article is the deep dive into just the charging-order piece those guides only touch on briefly.