Any new business owner will attest to the relative complexity of setting up a Series LLC entity in Delaware, especially if you are unfamiliar with certain legal steps required by the state. So if a Series LLC is something you are potentially interested in but are undecided whether it’s worth the trouble, this set of guidelines may help you get an idea of how to get started on the whole process.
Originally established in the state of Wyoming in the late 70s, the limited liability company—or the LLC for short—is a fairly new business model that has been on the steady rise in popularity throughout the country.
The Series LLC is a step further from the basic model. It was first introduced in Delaware and is currently available only in a number of states but this business model is quickly expanding to other parts of the country.
As the name suggests, a Series LLC is an LLC consisting of more than one division or, as it reflected in the name, more than one series. Every division in this Series may have different goals from those of their parent company (and more often there is also an asset and liability diversity between the divisions), allowing a certain degree of security and legal independence provided the series is formed correctly.
There are a few major factors at play when it comes to the process of forming a Series LLC, and if you’re interested in taking your company a step further, we recommend you get more closely acquainted with the legal technicalities of this process.
IMPORTANT NOTE: When it comes to the murky waters of business law, it’s vital to understand that even with the best resources about the formation of this type of entity, it is not a guarantee of a smooth process if you are not someone overly familiar with this aspect of the state law. It’s recommended you seek legal advice to assist you in forming a Series LLC in Delaware.
Still, those who seek the stable growth of their business in a way that protects their assets, forming a Series of LLCs is an ideal course of action. A good LLC service can do this for you in a swift and secure fashion, or you can form it yourself using your own resources.
What does Series LLC Mean?
As established earlier, a Series LLC is a group of divisions formed by a single parent company. Despite each division operating under the same parent LLC, the nature of this model is to give each division owner more independence, financial autonomy and legal security. This primarily ensures the parent company and other LLC divisions are less likely to face a lawsuit specifically targeted at a single division in the series.
If you’re closely familiar with the regular LLC business model, you’ll probably find it more than convenient that Series LLC comes with the same limited liability insurances aimed to shield a regular company’s assets when met with legal action. This means that an owner’s individual assets, as well as interests of other sub-divisions, won’t come under fire when a lawsuit is brought against an unconnected LLC division in the Series.
This structure is what makes Series LLC so appealing to certain business owners since it eliminates legal dependency between all LLCs working under the same parent company while at the same time creates a network of operations under a single parent company without the hassle of setting up multiple independent LLCs.
How do you Create a Series LLC in Delaware?
Finding a Good Name for a Series LLC
Most new ventures start with a name, and in that Series LLC is no exception. It’s generally a good idea to come up with a name that is reflective of the type of business your company works with, or at least a name that is hard to miss. Additionally, a Series LLC should incorporate the business model in the actual name, whether it’s LLC, L.L.C. or Limited Liability Company.
Another important factor in naming your serial business is checking name availability. There are many ways to optimize the process, such as the business name search tool designed to cross-check names that have already been taken by other Delaware entities.
There are also small naming restrictions in Delaware that should be considered early on. One of those is other corporate designations—those are entirely off-limits, meaning that definitive business descriptors should be kept out of an LLC name if they don’t reflect the type of business the company specializes in, i.e. including “bank” in the name of a series LLC that has nothing to do with banking.
More importantly, Delaware naming guidelines require you to tie each LLC division to the parent LLC by appending the names of subsidiaries with that of the main company. Additionally, all divisions should be designated uniquely so there is a clear distinction between them.
For instance, a parent company entitled “Walter’s Coffee” that wants to set apart its cafe LLC and roastery LLC divisions might name them “Walter’s Coffee Cafe LLC” and “Walter’s Coffee Roastery LLC” respectively.
If there is something more you’d like to know about the subject, be sure to look through a more detailed guide on naming an LLC that details the process of naming standard LLCs and Series LLCs.
Choosing a Registered Agent
The next logical step here is finding a reliable registered agent. This may require a bit of careful consideration on your part.
Of course, you are free to pick any registered agent that seems most appealing to you, but above all, it must be eligible to provide services in Delaware from a local office that guarantees quick communication with regional officials.
This is done to arrange a timely exchange of documents between the office and the state, meaning the registered agent of your choice can securely process vital paperwork in the required time-frame which is essential for handling lawsuits and regular payments.
What’s convenient about Series LLC is the fact that there is no legal obligation to assign unique registered agents to every LLC division—it’s completely acceptable to work only with one agent regardless of the side of the Series.
Compiling the Certificate of Formation
Most states require you to fill and submit the document called the articles of organization before you could officially establish a Series LLC. In Delaware, it’s also labelled as the Certificate of Formation.
This piece of paperwork is used for regular LLCs as well, although when you apply for a Series, it is necessary to also submit an attachment to the main document specifying the creation of subservient LLCs under the main entity’s name. This appendix, entitled the Notice of the Limitation on Liabilities, is paramount for implementing the serial structure of your LLC.
The Certificate of Organization essentially states pertinent information regarding your business, from the company to the legal info on your registered agent and the address of their Delaware office.
Other information should cover the main LLC organizer, such as the organizer’s name and signature, plus some vital info regarding other LLC members, most importantly their designated names and the dates on which each division should be legally established.
When the Certificate of Formation is filled out according to legal requirements, the form should be submitted to the Delaware Division of Corporations. The formation fee in Delaware is $90.
Submitting the Certificate of Registered Series
Adjoining the mandatory paperwork is the Certificate of Registered Series which is a prerequisite specific to Delaware, though this legal revision was only introduced in 2019.
The document is designed to strengthen the independent nature of a Series LLC, meaning that all divisions operating within a single series will be adequately protected against lawsuits on a state level.
Before this state law modification was implemented, Delaware regulations had not been quite clear in reference to Series LLC rights and protections, so the decision to amend the rules was aimed to make the market more welcoming for local business owners.
Applying for an EIN
LLC divisions should be prescribed its own EIN, or Employer Identification Number, which is an ID number issued by the Internal Revenue Service for taxation purposes.
Much like your personal SSN, the EIN functions as a nine-digit identification number tied to all financial operations of a specific company. It appears on the tax forms, financial documents, issuing payments, whether one-time or in payroll form.
To obtain an EIN, you must download a free form from the official IRS portal, fill it out, and submit, after which the company in question will be given its own EIN identification code.
Submitting an Operating Agreement
Even though the state of Delaware does necessitate you support the establishment of traditional or Series LLCs with an operating agreement, there is no strict obligation to actually file the document. What’s even more peculiar, it is possible to create the agreement in oral form.
When written down, the agreement is best utilized when it is compiled with great elaboration where the functions of LLC divisions are disclosed in clear detail. If the document is thoroughly exhaustive on the topic of individual directions of the LLCs, it would save you the pain of drafting numerous agreements to go with every entity.
On top of this, the agreement will also describe the hierarchy of each company, including the possible assignment of a manager. Other information should ideally stipulate the course of action in the event of replacing ownership and/or management and dissolution process for each division. It won’t hurt to add the information on asset distribution, owner voting privileges, investments, and so forth.
Establishing a Financial Support Network
Any business entity should be tied to its own bank account instead of a personal one that the owner might be in possession of which is the case for all LLC types and any other forms of business.
The entire process is a little bit lengthier with Series LLCs given that LLCs divisions require exclusive bank accounts, all different from that of the establishing company.
Such an approach is imperative for sustaining the insulated structure of the serial ownership, allowing every division to enjoy financial independence and operate at its full potential as a division in the Series which would be impossible if an LLC division depended financially on the bank account of the parent LLC.
A qualified accountant is likely to perform all financial operations to a much better degree, so it would make sense to arrange a finance professional for all divisions. It would also help to acquire accounting software to manage the invoicing and other transactions.
To see if your business needs a license or permit for legal operation in Delaware, be sure to look through the One Stop Portal page that offers relevant information on licensing and its swift acquisition.
Don’t forget that you may also be requested to oversee licensing on the federal level depending on the nature of the enterprise, while other businesses may require permits or licenses within the county where your primary operations take place.
Following Maintenance Protocols
The smooth sailing of any business, particularly a multi-division one, requires careful maintenance, in this case—paying $300 annual tax as legislated by Delaware to support all LLC types.
The tax should be submitted every calendar year with the deadline being set in early June. Your mandatory payments don’t end here given that Delaware also places taxation on all divisions in the Series. This tax is only $75 for every division. All tax fees can be submitted via the Delaware Corporations Information System.
Additionally, you will need to legitimize LLCs labelled as partnerships through attaching Form 300 of the Delaware state tax to every relevant entity. On the other hand, Series LLCs categorized as a C corp and S corp for tax-related reasons will need the attachment of the Form 1100 and Form 1100S respectively.
If you need more clarification on all required tax forms, the Division of Revenue website offers all related information on the topic.
Is it Possible to Outsource a Series LLC Formation?
Delaware permits three courses of action in this regard: you can rely on your own abilities to save significant sums of money (and potentially miss errors in paperwork or legal processes), find a reliable formation service, or go for the other option where you hire an attorney to aid you.
While the first option may be outside of your realm of capabilities, hiring a lawyer can be pretty costly. A formation service is cheaper and offers to take care of most legal proceedings for you.
One downside of this is the relative rarity of business formation services compared to other more established services used in such cases. Delaware is more generous in that regard, offering multiple services for Series LLC creation, including the acclaimed Northwest Registered Agent.
As one of the leading registered agents in the industry, they offer a complete service package for entity creation together with customer support and overviewing all documentation received by the enterprise. Feel to learn more about Northwest’s services on their website.
The formation of Series LLC in Delaware is fairly similar to the process of establishing a standard LLC. Even so, the state may require additional paperwork such as Notice of the Limitation on Liabilities that comes adjunct with the Certificate of Formation and the Certificate of Registered Series required for the establishment of every LLC division.
So if you’d rather save yourself the turmoil of navigating the complex organizational conventions and avoid mountains of paperwork, it would serve your interests well to seek services of an attorney who can supervise each step of forming a Series LLC in Delaware for you.