The Map and the Footnote.

Olmstead v. FTC answered a question certified by the Eleventh Circuit, and it answered in the affirmative: “a court may order a judgment debtor to surrender all right, title, and interest in the debtor’s single-member LLC to satisfy an outstanding judgment.” Two justices dissented, one of them warning that the majority had stepped “across the line of statutory interpretation.” Olmstead v. FTC, 44 So. 3d 76 (Fla. 2010), No. SC08-1009 (June 24, 2010) (Canady, J., for the majority; Lewis, J., dissenting, joined by Polston, J.) (answering a question certified by the U.S. Court of Appeals for the Eleventh Circuit under former Fla. Stat. § 608.433(4)).

The Florida Legislature moved within a year. Its 2011 amendment made the charging order the sole and exclusive remedy against a member’s interest, and then carved out the single-member company, allowing foreclosure where the creditor shows “that distributions under a charging order will not satisfy the judgment within a reasonable time.” Fla. Stat. § 608.433(5)–(6) (2011), as amended by ch. 2011-77, Laws of Fla. That formula survives today, in materially the same words, in section 605.0503 of the Florida Revised LLC Act. Fla. Stat. § 605.0503(3)–(7) (added by s. 2, ch. 2013-180, Laws of Fla.).

Much of the modern industry of state-by-state charging-order maps grew out of that exchange between a court and a legislature. One such map, Alper Law’s guide to charging-order protection by state (updated September 1, 2026), is a useful and careful example. Gideon Alper, Charging Order Protection for LLCs: How It Works by State, Alper Law (updated Sept. 1, 2026). Maps like it are worth reading. They are also worth reading skeptically, because a chart compresses at least three separate legal questions into a single colour, and it cannot show the fourth question at all.

A state shaded “strong” on a map is usually being credited with some combination of the following:

1. Exclusivity. Does the statute say the charging order is the only remedy against a member’s interest?
2. Foreclosure. Even if the charging order is exclusive, may a court foreclose the charging-order lien and sell the interest?
3. Member count. Does the statute say, in terms, that its protection applies to a company with one member?

These are not the same question, and the answers do not travel together. A careful siting decision has to read each one off the statute itself.

A note on sources before going further. The machine-generated summary that brought this topic to our desk listed Wyoming, Nevada, Delaware, South Dakota and Alaska as the states that expressly extend exclusivity to single-member companies. Alper’s page groups the strongest statutes differently, naming Wyoming, Nevada, Delaware, Texas and Connecticut. Alper, supra (state groupings are reported as that source presents them; except for New York, we have not independently verified the six minority states). Both lists contain real statutes, and we checked each statute in the table below against its own text. Those texts, not either list, are what the rest of this piece relies on.

A frequent misreading of a charging-order map is the assumption that an “exclusive remedy” statute forbids foreclosure. Not all of them do.

Utah is a clean illustration. Its LLC Act, which tracks the Revised Uniform Limited Liability Company Act, ends its charging-order section with a sentence any map would score as exclusivity: the section “provides the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor’s transferable interest.” Five subsections earlier, the same section provides: “Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest.” And where the interest foreclosed belongs to a sole member, the purchaser “obtains the member’s entire interest,” “becomes a member,” and the debtor is dissociated. Utah Code § 48-3a-503(3), (6), (8) (enacted by ch. 412, 2013 Gen. Sess.; renumbered and amended by ch. 93, 2026 Gen. Sess., with renumbering noted as effective Oct. 1, 2026).

That is not a contradiction. Foreclosure in the uniform model is not an alternative to the charging order; it is a way of enforcing the charging order. The remedy is exclusive, and the creditor can still end up owning the interest.

Compare Texas, which closes that door expressly: “The charging order lien may not be foreclosed on under this code or any other law.” Tex. Bus. Orgs. Code § 101.112(c), (d), (g). Wyoming, Nevada, Delaware, Connecticut, South Dakota and Alaska each list foreclosure among the remedies that are not available. Wyo. Stat. § 17-29-503(g); Nev. Rev. Stat. § 86.401; Conn. Gen. Stat. § 34-259b(e); S.D. Codified Laws § 47-34A-504(e), (g); Alaska Stat. § 10.50.380(c), (e). On a map, Utah and Texas might both appear under a heading such as “charging order exclusive.” Their foreclosure rules are nonetheless opposite.

The third question is the one Olmstead made famous, and the statutes answer it in three ways.

Express inclusion. Several legislatures wrote the answer into the text so that no court would have to infer it. Delaware bars “attachment, garnishment, foreclosure or other legal or equitable remedies” against the interest “whether the limited liability company has 1 member or more than 1 member.” Del. Code Ann. tit. 6, § 18-703(d); see also id. § 18-703(e) (no right to possess or exercise remedies against LLC property). Nevada uses nearly the same formulation, “one member or more than one member.” Wyoming’s exclusive-remedy clause reaches “any judgment debtor who may be the sole member.” Texas states that its section “applies to both single-member limited liability companies and multiple-member limited liability companies.” South Dakota and Alaska each say the section applies to single-member companies as well as those with more than one member, and Connecticut’s exclusivity clause ends with “whether the limited liability company has one member or more than one member.” Nev. Rev. Stat. § 86.401; Wyo. Stat. § 17-29-503(g); Tex. Bus. Orgs. Code § 101.112(g); S.D. Codified Laws § 47-34A-504(g); Alaska Stat. § 10.50.380(e); Conn. Gen. Stat. § 34-259b(e).

Express carve-out. Florida takes the opposite approach. A multi-member company gets a flat rule: foreclosure “is not available to a judgment creditor attempting to satisfy the judgment and may not be ordered by a court.” A single-member company gets the reasonable-time test, and the statute lets the creditor make that showing “at the same time that the judgment creditor applies for the entry of a charging order.” Fla. Stat. § 605.0503(3)–(7). In other words, a Florida single-member creditor does not have to wait years to prove the distributions are not coming. If the sale goes forward, the purchaser takes the entire interest and becomes the member.

Silence. Statutes that say nothing about member count leave the question to courts, which is exactly the posture Florida was in when Olmstead was decided. Silence is also where the minority states on Alper’s list sit on the prior question. Alper identifies Colorado, Indiana, Massachusetts, New York, Georgia and Missouri as lacking exclusive-remedy language. Alper, supra. New York’s section 607, which we checked, lets a court charge the membership interest and limits the creditor to an assignee’s rights, but nowhere calls the charging order exclusive. N.Y. Ltd. Liab. Co. Law § 607.

A compact version of what the text of each statute actually says:

Every row in that table answers one question: what does the formation state’s statute say? The fourth question is which court will be asked to apply it, and no map can tell you that.

We have written about this at length elsewhere, so a sentence each will do. A creditor sues where the debtor lives, and the debtor’s home court charges the interest. North Carolina did exactly that to a Delaware interest in Universal Life v. Lindberg. New York’s turnover practice, discussed in our pieces on Saadia Square and on New York’s treatment of the LLC interest as personal property, can reach the interest without routing the creditor through a charging order at all. Our Burkhalter piece examined when the charter state’s law, rather than the forum’s, decides the question. Virginia, in Vaughn v. Farhat, applied its exclusive-remedy statute to single-member companies too, which is the good version of the same point: the answer depended on Virginia’s text, as read by a Virginia court.

A Wyoming certificate is therefore a strong argument, not a guarantee. It is strongest when the forum is Wyoming, or when the forum’s own law and conflict-of-laws rules lead back to Wyoming’s statute. It is weakest in a forum that treats the interest as property of a local debtor, reachable by local process. Where the owner lives, where the assets sit and where the business operates can matter as much as the name of the state on the certificate.

The single-member problem invites an obvious response: add a member. The statutes do reward that in one important respect. Florida’s multi-member rule forecloses foreclosure outright, and Olmstead’s reasoning rested on the absence of anyone else whose interests the charging-order limit protected. Olmstead, 44 So. 3d 76; Fla. Stat. § 605.0503(3)–(7). Once there are other members with genuine economic stakes, that rationale comes back.

But three cautions follow, and they are where planning is actually done.

The second member has to be real. A member admitted for no purpose except to change a box on a map, with a token interest, no capital, no voice and no economic reality, gives a court every reason to treat the company as single-member in substance. The protective logic runs through the interests of the other members. If they have no interests worth protecting, the logic falls away.

A trust as sole member is still a sole member. A structure in which a trust owns 100 percent of a holding LLC does not create a multi-member company. It moves the single-member question up one level, so it now concerns the trust’s interest, and the answer depends on whether the trust is the debtor. Our earlier piece on the three-box seminar diagram made the point about layers. It bears repeating in this context. Count members, not boxes.

The strongest position is often not to be the member at all. A debtor whose creditor must use a charging order is still a member. A person who long ago, while solvent and free of claims, transferred the interest to a properly administered irrevocable trust for others is not a member. That person’s creditor faces a different set of questions altogether: whether the original transfer can be avoided, and whether the trust is genuinely independent. None of those questions appears on a charging-order map. Nor does exclusivity displace the doctrines that police the transfer itself: Florida’s section, for one, expressly preserves the law of fraudulent transfers, alter ego and constructive trust. Fla. Stat. § 605.0503(3)–(7). A charging order protects a seasoned, properly run structure. It does not rescue one assembled after the trouble began.

For those choosing where to form an entity, or reviewing an existing one, the map is a starting point. The following are the checks it cannot perform:

• Read the section, not the shading. Look for three separate sentences: the exclusivity clause, the foreclosure clause and the member-count clause. A statute can have the first without the other two.
• In uniform-act states, find the foreclosure subsection. The words “exclusive remedy” in a RULLCA-derived statute usually sit beside a foreclosure power.
• For a single-member company, find the member-count sentence or assume the question is open. In Florida, assume the creditor will make its reasonable-time showing on day one.
• Map the forum as well as the formation state. Ask where a creditor would most plausibly sue, and whether that court applies its own collection law to a resident’s interest.
• If a second member is added, give the admission substance. Genuine capital, genuine economics and a documented business purpose matter more than the percentage.
• Date the map. Florida recodified its section in 2013, and Utah’s LLC Act is being renumbered effective October 1, 2026. Utah Code § 48-3a-503 (renumbered and amended by ch. 93, 2026 Gen. Sess.). A chart is a snapshot, while the statute is a moving text.

Olmstead is sixteen years old, and the Florida fix is fifteen. What has lasted is less the holding than the lesson in how the Florida court reasoned: a charging-order limit exists to protect someone, and when the court cannot find that someone, the limit may not hold. The legislatures that wrote “one member or more than one member” into their statutes were answering that reasoning directly. Those that did not have left the question open.

A good map tells you which statutes answered it. It cannot tell you whether your structure has members worth protecting, whether the right court will read the right statute, or whether the interest was placed where it sits at a time when no creditor could object. Those are questions of architecture and timing, and they have to be settled on a clear day.

This note is informational and general. It is not legal advice for any person or structure; outcomes turn on specific facts, timing and the law of each relevant jurisdiction, and statutes change.