How to Name Your Series LLC Cells


This is a question we get all the time – how do you name Series LLC Cells. And the answer … depends.

The first place to look with any legal issue is state law. Unfortunately, it’s not always helpful. For example, let’s take a look at Nevada’s law (http://www.leg.state.nv.us/NRS/NRS-086.html#NRS086Sec171)

If you search the page, you’ll see that Section NRS 86.171 deals with how to name an LLC, and the state’s specific laws and rules. But there’s no mention of how Series Cells are to be named.

Delaware had the first Series LLCs and enacted their Series LLC law 14+ years ago. So you’d think that the Delaware Code might have more to say. Yet Section 18-215 is completely silent.

Illinois, on the other hand, is very clear on Series names. That’s probably because Illinois requires Series LLC owners to prepare and file a 1-page document formally naming each Cell. If you don’t make this filing, the state doesn’t give that Cell the full, independent legal standing from the rest of the structure.

Under Illinois law, a Series LLC Cell name needs to contain the Parent’s name as well. Traditionally this is listed as [XXX], LLC – [YYY] Series. XXX represents the name of the parent LLC, while YYY is the name of the Cell. Each of XXX and YYY can be any word or combination of words that you choose, and availability.

Without the same guidance, in theory you can call a Cell in Nevada, Delaware or any of the other Series LLC laws states anything you like. In practical use, though, it’s probably a good idea to follow Illinois law, and use XXX LLC – YYY Series for your Cells. As this area of law develops it’s quite likely a standard naming convention will develop, too. But for now, the more clear you make it to the general public that they are dealing with a Series LLC Cell, the better. Understand that when it comes to contract law, confusion is usually blamed on whoever wrote the agreement. That means you could wind up on the losing end of an argument with someone who thought they were dealing with you personally, under a trade name, or the Parent LLC, instead of a Cell.

There are many variables when you’re structuring a business. That’s why it’s hard to go through a quick-service website. Unless you talk to someone who’s got some knowledge and experience on both the tax and the legal side, it’s hard to know what you don’t know. And that can leave you vulnerable.

Got questions? Contact us! We’re here for you.

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