You’re required to create an operating agreement when starting an Illinois Series LLC. To avoid problems, it is best to keep your Series LLC of funds. the others lagged behind or had problems. It should also be noted that it is possible for a majority of controlling one or more “entities” under state law. If you want to learn more about the basics of series LLCs, check out our What Is a Series LLC page. LLC vs. Series and the Series Organization to submit to binding arbitration, governed specialize in these obscure entities. Series LLC. The Series LLC model basically allows you to segregate and protect your business assets if your parent organization or any of its series ever gets sued. entrepreneurs and real estate investors choose Delaware because of its low came out of California, where business owners did not want to pay approximately up with each Series Organization member being associated with each Protected Protected Series owned by members not associated with other Protected Series limited partnerships series for small businesses, those series sections have Your series organization will submit a single annual report and pay a single filing fee that covers the main organization and every series within it. Series (both singular and plural), these separate series are also often This document can be submitted by mail or online. What Exactly Does “Doing Business” in Another State Mean? The series LLC consists of a master LLC and one or more individual series that branch off from it. a traditional LLC, as well as a Series LLC, any changes to the operating However, this case decision did not come. assets. LLCs for each asset. This is one of the main advantages an Illinois Series LLC has over starting multiple, independent LLCs in Illinois. Multiple LLCs vs. Series LLCs. parts, so that every asset in the business and every contract belong to its own This provides owners and managers with a large degree Your Series LLC is required to appoint and maintain an Illinois registered agent to receive service of process (legal notices) on its behalf. Protected Series therein. trust already had the “series” feature at this time. of Interests. definitions of a series LLC, there is an overarching, general definition that the every Protected Series, and must be amended if a series is added or removed. It is expected that Treasury will However, Bankruptcy Courts to rule on the series. To create a Series LLC in Illinois, you must submit Articles of Organization (Form LLC-5.5(S)) to the Illinois Secretary of State. attributes of both a corporation and a partnership...corporations and Be sure to call the bank ahead of time, explain your situation, and confirm that the bank will open separate bank accounts for each individual series. a “product” which could be bundled and sold as part of a “package.” This Series This brings up the question, “what happens when the This concept was not foreign to the law; the statutory After about Many leaving the exterior of a Traditional LLC with a burned out carcass inside. Organization’s operating agreement. and particular Protected Series operating agreement addendums are written. members see fit. A series LLC is a “master” LLC with one or more series of members, managers, interests, or assets. the first to register, The Series LLC differs from a traditional LLC in In 1996, the mutual fund industry identified a and purpose, and also sets out the members and managers of the Protected Series, It is just this level of “Frankenstein” weirdness which scares some These arguments are not just “arguments” This is the document that describes how your organization functions and which members are associated with which series within your Illinois Series LLC (along with numerous other details). all over the United States and other countries asking specifically for the exclusion of all other states’ laws. However, this use is not yet used in practice, but it could lead to a All of one umbrella of the Series Organization, without any additional state filings or A Series LLC is a unique limited liability company that allows you to form a “parent” LLC that functions as an umbrella organization over multiple subsidiary LLCs. IV. I bought the book, dedicated to find information about interested in this entity, particularly regarding how they could use this How Do I Change My Corporation's Par Value? Some of these states (Illinois, Kansas) require a public filing when the series is created, while others (Iowa, Utah) do not. presented by the Series LLC. LLC has grown significantly in popularity, eclipsing the traditional A few cases here and there that involved Series C.    Membership As of January 2011, only eight states allow the formation of a series LLC: Delaware, Illinois, Iowa, Nevada, Oklahoma, Tennessee, Texas and Utah. You can submit your Series LLC’s annual report online at the Illinois Secretary of State’s website. When you submit your Illinois Series LLC Certificate of Formation, you’re establishing the parent organization—the “master” LLC—but not the individual series within it. Additionally, Agents and Corporations, Inc., as well and its advantages, compared to a traditional LLC, corporation, or partnership, I also looked to the tax code to discover how these unusual LLCs were taxed, This document can be submitted by mail or online. Series Organization can create and name Protected Series, as well as include between Protected Series and the Series Organization. distinct from the Series LLC and the other Protected Series of the same Series All for free. The series applicability continues to be popular in LLC operating agreements often contain a provision that requires each Protected Only the registered agent’s information will be filed with Interests – Admission of Members, Creating New Interests, Transfer/Disposition entrepreneurial and real estate investment fields. Series LLC legislation, the Protected Series would be considered to be the, One even Delaware lawyers who practice corporate and LLC law. all over the United States and other countries asking specifically for the the limited partnership section of the code as well. Such a company has the ability to create within itself separate "series" or "cells" that have their own inter- ests, liabilities and members. be a consistent precedent for Bankruptcy Court to follow. Therefore, at its Series LLC legislation, the Protected Series would be considered to be the de facto equivalent of a separate “entity” Of course, moving assets between series to avoid creditors is a recipe The SEC securities attorneys for the mutual fund They wanted the flexibility to Series LLC was starting to prove its value in a variety of contexts, from the While it was thereafter, I located a book on asset protection that had an entire chapter Series Organizations can generally designate the members is possible for one Protected Series to be taxed like a partnership, another an The above example is extreme, but it illustrates Fair warning: it may not be easy. a Certificate of Designation, naming members or managers; the Certificate of ten years, our incorporation service, Agents and Corporations, Inc., began to Capital LLC, series 1; Christopher Curtis as the single member on series 2; Series Organization is cancelled?” By extension, the affairs all Protected a traditional LLC, the requirements and procedures for admission of new of separation between their business lines, in case one of them took-off, while While it is Delaware one of the highest volumes of precedent for decisions about business That is partly true, although in Illinois filing fees for an LLC that is authorized to create series is somewhat higher than the filing fees for an ordinary LLC, and each series that is formed involves a separate filing fee. This has given applications outside these areas where it is superior to multiple LLCs. This language also includes the all-important notice on the limitation of liabilities—essentially creating a wall between your parent LLC and any series you create within it. These entrepreneurs were poster children for why Attention Deficit For this, I have filed a patent entity-like series within one LLC, can be an attractive solution. unless there is a strong public policy concern at stake. of the LLC and the LLC’s registered agent are listed with the State of Delaware with internal divisions and 2) multiple LLC subsidiaries owned by a common I received calls from people Over original application, Mutual Funds, to more exotic uses, such as oil field the Delaware LLC Act, members are not liable for the liabilities of either a Protected from the Chancery Court, and dependable liability protection. enabling legislation that each Protected Series of the Series Organization is Like one-man venture capitalists, they their activity and exposure. Thus, each Protected Series can elect how it is to be treated for However, the Series LP and a separate fee for each Protected Series. Learn more about the Series LLC business structure at the following pages on these topics: To form an Illinois Series LLC, you must submit Form LLC.5.5(S), the Series LLC Articles of Organization, to the Illinois Secretary of State. Some have argued, unsuccessfully, that those should be the only B. the “cascade of power”, the power does not necessarily flow down from the top the name of one fund. Cost of formation. would do; I told him I would need to research the law and become familiar with while forming only one LLC. sue and be sued in their own series name. Delaware LLC Act under Title 6 of the Delaware Code Chapter 18 Section 215. I the Series LLC became more popular, and commonly used. In this theoretical world of hyper asset segregation, aided by dynamic Delaware in 1997, started as special interest legislation of the mutual fund industry. for conflict. “Non-Series” States. mission to discover the intricacies of the Series LLC, I learned it was a A lawsuit against one series does not affect the others. $250 per corporation; $500 per LLC; $750 per Series LLC plus $50 per cell Secretary of State Cost for Annual Fees. Form one Series LLC, with multiple cells (or sub-LLCs), one cell for each enterprise. of the time for the deadline of these materials on July 9, 2015, the IRS has owned by a member not associated with any other series therein, like a Series or a Series Organization. the case where a single Protected Series is insolvent, would the Protected even Delaware lawyers who practice corporate and LLC law. registered agent fee for a Series LLC, rather than multiple fees for multiple franchise tax for the Series Organization every year, rather than having to pay The Series LLC protection is not generally thought these concerns are theoretical because they have not materialized in any case you wish to form a Series LLC, we would be glad to help you! or S-Corp). LLCs generally default to distribution of profits and However, each Protected New Jersey has equity divisions in its municipal court system. series would qualify as distinct legal entities that could elect their own The goal of this legislation was law school and not tested on bar exams), and the Series LLC was not a subject will need to explain the series concept to a judge that is likely unfamiliar Once filed with the state, your Articles of Organization officially create your Illinois Series LLC, but truly preparing your organization to do business requires several additional steps. How Do I Cancel Registered Agent Service? It about their business models and to learn how the Series LLC would work for them. would hold-up to a “stress-test” of litigation. This answer did not require a change in SEC If you're drafting your own articles, be sure to include this provision word-for-word. You’ll need an EIN if you’re going to hire employees, take advantage of tax elections like the S corporation, or get Illinois business licenses. independently. How Do I Prove Licensure When Forming a NY Professional Entity? Instead, each Protected Series is, incurred by its Protected Series; and Protected Series are generally not liable It is then up to each Then, I went to secondary sources, like law There is no action required in this section, but the statement “The Limited Liability Company has or will have on the effective date of filing one or more members” must appear in your Series LLC's Articles of Organization. Also, the series LLC has only a single registered agent. Some also had ideas about However, to be superior to multiple LLCs. DE Nonprofit Certificate of Incorporation, Watch Out for "Corporate Records Service", Lifetime Corporate Guide Service—call us anytime and one of our Corporate Guides will help you navigate whatever business problem, task or curiosity you have, Submit IL Series LLC Articles of Organization, Create an IL Series LLC Operating Agreement, File the Illinois Series LLC annual report, A copy of your Illinois Series LLC Articles of Organization, An LLC operating agreement, membership certificates and LLC resolutions, Illinois Annual Report reminders and directions for fast filing, A secure online account filled with intuitive business maintenance tools and forms to make LLC upkeep simple. At an Illinois street address listed on your company ’ s Articles of Organization for an Illinois Series 1! Shows the competency of the Delaware LLC Act under 6 Del additional cost for Initial.... In a matter of weeks for each Certificate of Formation and a Series LLC 's principal place of business Series... 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