Starting a series LLC in Delaware is almost similar to starting a traditional LLC in Delaware. You only have to register your parent/master LLC with the Delaware Secretary of State’s Corporations Division. It cost you $90 to file online or paper filings of Delaware series LLC.
Here are 5 straightforward DIY steps to start a Series LLC in Delaware:
- Choose an appropriate name for Master LLC
- Pick a Delaware registered agent
- File articles of organization
- Draft an operating agreement for Delaware series LLC
- Obtain an EIN
Or use a reliable LLC service:
- Zenbusiness ($0 + State Fees)
- LegalZoom ($79 + State Fees)
Delaware series LLC, enacted in 2013, has all the characteristics of a limited liability company with an added layer of liability protection for each child series under the umbrella of a master or parent LLC. Follow this step-by-step Delaware Series LLC guide to start a series LLC in Delaware without any hassle.
Before we dig deep into each step, let’s have a quick recap on what a Delaware series LLC is and why you need to start a series LLC in Delaware.
What is Delaware Series LLC?
A Delaware series LLC is a type of limited liability company (LLC) that is formed under the laws of the state of Delaware and allows for the creation of separate series or cells within the LLC (Mater or Parent LLC).
After the creation of Master LLC, you don’t need to separate filing for each series. Not only the LLC members have limited liability protection against business debts or lawsuits but each series is also shielded against the liability of other series under the umbrella of a master LLC.
Each series aka child series or cell can have its own assets, liabilities, and management structure, and can be treated as a separate legal entity for the purpose of conducting business and entering into contracts.
Why Do You Need a Delaware Series LLC?
The Delaware series LLC structure is often used for asset protection and risk management purposes, as it allows the LLC to divide its assets and liabilities among the different series or cells, potentially limiting the exposure of the assets in one series to the liabilities of another.
This can be particularly useful for businesses that engage in multiple, unrelated activities or that have assets with different levels of risk.
Delaware series LLC is an alternative to a holding company or forming multiple limited liability companies in Delaware. In both cases, you need to form and file separate entities with the state. Whereas the series LLC allows you to create multiple entities without the need for state filing.
Note: A holding company is an entity that owns other companies’ outstanding stock.
To have a better understanding of why you need to form a series LLC in Delaware, here are some useful resources:
- Series LLC vs Holding Company,
- Multiple Businesses Under One LLC, and
- Series LLC vs LLC (Traditional)
Let’s step by step discuss the formation of a series LLC in Delaware.
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1. Choose a Suitable Name
This name will be mentioned in the articles of organization. So, you must follow:
- Delaware laws related to naming a traditional and series LLC
- It must be distinguishable from the names of other business entities already on file.
- It must contain the words “Series Limited Liability Company” or an abbreviation like “SLLC” or “L.L.C.S”.
- The name should not confuse with any government agency
- It must not have any restricted words such as Bank, Attorney, etc. For that, you need to get permission or additional paperwork.
- This name must be distinguishable from any other names in the series
Please note that the child series name will not be mentioned in the articles of organization and you don’t need to file separate articles of organization for each series. If you wish to file a Fictitious Business Name (DBA) for any child series, you can follow our DIY guide on How to File a DBA in Delaware.
2. Choose a Delaware Registered Agent
A registered agent is a person or business entity that has agreed to accept legal documents on behalf of a company or organization. To start an LLC, every state in the USA requires you to mention the name and address of a registered agent.
The registered agent is responsible for receiving and forwarding important documents, such as lawsuits, official government notices, and other legal papers. You or any other LLC member can be the registered agent of your Delaware LLC or you can get registered agent services for this purpose.
Since the name and address of the registered agent go public, many business owners avoid naming themselves as registered agent for their LLC or corporation. So, they hire legit registered agent services.
Hiring a Professional registered agent service in Delaware such as ZenBusiness or Incfile can save you time and hassle by handling the receipt and forwarding of legal documents for you. This allows you to focus on running your business, rather than worrying about tracking down important documents.
3. File Articles of Organization
Articles of organization aka certificates of formation in Delaware are the legal documents needed to file in order to register an LLC with the state. Both traditional LLCs and series LLCs need to file these documents with the Delaware Secretary of State’s Corporations Division.
Difference Between the Articles of Organization of Delaware Series LLC and Traditional LLC
Technically there is no difference between filing the articles of organization for a traditional LLC and a series LLC in Delaware. The certificate of formation of master LLC will allow you to form multiple series.
Information Required on Delaware Articles of Organization for Series LLC
Here is a breakdown of the required articles:
Articles # 1: The Name of the Series LLC
The name must include the words “limited liability company”, “Limited Company,” or the abbreviation “L.L.C.,” “LLC,” “LC,” or “L.C.” Moreover, it must be distinguishable from the names of other businesses on file with the Delaware Secretary of State.
Articles # 2: The Name and Address of the Delaware Registered Agent
The Delaware registered agent’s name and address must be physical. You can not use a P.O. Box number.
In addition to the articles mentioned above, the authorized person must sign the Delaware Series LLC certificate of formation along with his/her name.
Additional Requirement For Delaware Series LLC Articles of Organization
There are no additional requirements to form a series LLC in Delaware. However, it is recommended that you must add specific language about the series LLC in the certificate of formation.
Submitting Delaware Series LLC Articles of Organization
You need to submit a Delaware Series LLC Articles of Organization with the Delaware Secretary of State’s Corporations Division.
For paper filing, you need to download the form, fill out the information, sign the document, and send it to the following address along with a cover sheet.
Mailing Address:
Delaware Division of Corporations,
401 Federal St.,
Suite 4,
Dover, DE 19901.
Filing Fee for Delaware Series LLC
You need to pay a $50 fee for online submission and paper filing.
Processing Time for Delaware Series LLC Articles of Organization
The formation of Delaware LLC takes around 9-11 weeks if you file online and 10-12 weeks for paper filing.
4. Create an Operating Agreement
The Delaware series LLC operating agreement is a legal document that outlines the rules and regulations for the operation of a Delaware series LLC. You need to create this document explaining how your Series LLC will be governed and operated.
Why You Need Delaware Series LLC Operating Agreement
The operating agreement for a Delaware series LLC specifies the rights and responsibilities of the members, managers, and other stakeholders of the LLC, as well as the procedures for decision-making, management, and dissolution of the LLC and its various series or cells.
This document should be kept with your other important business documents. Remember, the operating There is no need to submit this document to the Delaware secretary of state.
5. Obtain Federal EIN
You need to obtain tax identification numbers aka EIN (Employer Identification Number) by registering with the IRS. EIN is used to identify a business entity for tax purposes. You need to file an EIN for each of the child series if it is
- Multi-membered series LLC,
- A single-membered series LLC with employees, or
- The series LLC chooses to pay its taxes as a corporation
How to Get EIN from IRS for Free
You can get an EIN via an online application or through paper filing:
What to Do After Forming Delaware Series LLC
Once you have successfully registered your Delaware Series LLC, you must complete these 2 steps to stay organized and compliant:
1. Obtain a Business License
There is no statewide business license in Delaware. However, individual cities and counties have specific licensing requirements of their own. You may need additional licensing or permits depending on the parent LLC’s business activities.
Moreover, depending on the individual business activities of each series, you may need to acquire business licenses for each series separately.
2. Open Business Bank Accounts
Keeping business and personal accounts separate from the start not only helps you sort the finances from the start but allows you to get full advantages of the limited liability protection of the LLC structure.
Therefore, you should open a business account for the parent LLC. If you want to keep the finances of each series separate, you may also open a separate account for each series.
To open a business account, you need the following documents:
- A copy of your Delaware LLC Articles of Organization
- Your Delaware Series LLC EIN
- A copy of your Series LLC operating agreement
Important Resources Related to Delaware Series LLC
To help you LLC related issues in the future, we have compiled a list of articles. You can refer to these resources to get your queries addressed.
- Change Registered Agent in Delaware
- How to Form Delaware Foreign LLC
- Delaware LLC Domestication
- How to Dissolve Delaware LLC
Final Words
A series LLC (SLLC) is a type of business entity that offers its owners the benefits of a traditional LLC, with the added advantage of asset protection of each series. By following the steps above, you can successfully start a Series LLC in Delaware.
It’s important to be organized and keep proper records of all the documents related to your series LLC. Doing so will make sure that you remain compliant with state regulations for your business entity type.
Aisha Noreen is an owner of a small business with more than 9 years of experience in the marketing industry. With the wisdom of an old soul, she always seeks innovation and mind-blowing ROI techniques. Her unique approach helped many small businesses thrive and she can surprise you in many ways as well. Believe it or not, her energy, passion, and creativity are contagious enough to transform your business and take it to another level.
