Series LLC Basics: Formation

To form a Series LLC, you file Articles of Organization with the Secretary of State, just as you would do with a regular LLC.

In the states that accept Series LLCs, the format of the Articles may differ slightly from those of a regular LLC, but certain things will remain constant, including:

  • Name of the LLC
  • Address of the LLC
  • Resident Agent Name/Address
  • Designation as Member- or Manager- managed
  • Name(s) of the Manager(s)
  • Duration of the LLC, i.e., how long do you anticipate the business will operate (in most states you have the option to select “perpetual” if you don’t have a firm ending date for the LLC. It’s an outdated requirement, but keeps hanging around)

Business to be conducted by the LLC (usually a general statement that the LLC will engage in “all legal business activities” is sufficient here).

If you are operating in Illinois, you will also be asked to file separate forms to name each Cell and provide the names of the Managers.

You also need to make it clear to the state that you are creating a Series LLC. That notification differs from state to state. In Illinois, you create a Series LLC by filing Form LLC-5.5(S), which is different from the regular LLC form (Form 5.5). In Nevada, the same form is used for both entities, and to create a Series LLC, you simply check a box on the form.

In other states, like Texas, Utah, Tennessee, Oklahoma and Delaware, you will need to specifically state that the LLC has been created as a Series LLC and intends to establish Series with separate rights. How much detail you need to provide depends on the state.

Your LLC is in business once these documents are filed and accepted by the state, but you’re not done yet.

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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