How To Start A Series LLC In Indiana

We have created a step by step guide to help business owners with the formation of their Indiana series LLC. A series LLC is a form of LLC that allows its members to divide the assets and operations of a “parent” LLC into a set of “child” series. 

The child series, also known as “individual protected series,” are protected against liability and losses that might be incurred by the other child series and the parent LLC.

If you are unfamiliar with the series LLC, you can also take a look at our guide about what the series LLC is, including its risks and benefits.


Step 1: Name Your Series LLC

Before naming your series LLC, you should know the answers to these questions:

  • What are the laws for naming a series LLC?
  • What are some general tips for naming a series LLC?
  • Is my business name available in Indiana?
  • Is my business name available as a URL and if so, how do I buy it? 

1. Series LLC naming rules vary from state to state. In Indiana, you are required to follow both traditional and series LLC naming laws when naming your series LLC.

Follow the required Indiana LLC Naming Rules:

  • Your name must include the phrase “limited liability company,” or one of its abbreviations (LLC or L.L.C.).
  • Your name cannot include words that could confuse your LLC with a government agency.
  • Restricted words (e.g. Bank, Attorney, University) may require additional paperwork and a licensed individual, such as a doctor or lawyer, to be part of your LLC.
  • The name of the series must include the entire legal name of the master LLC and must include the word series. For foreign series LLCs, see the Articles of Designation form for more information.

2. Consider these general tips for making your series’ names more recognizable, uniform, and clear:

  • Use the word “protected series” within the name of each company.
  • Name the parent LLC in a way that distinguishes it from the child series.
  • Include the full name of the parent LLC in the name of each child series.
  • The name of the child series should include the name of the assets it holds. This creates a clearer asset picture to the public and creditors.

Example of a series LLC naming system that uses both the state requirements and general tips:

My Holdings Co., LLC, a series LLC

123 Main Street, LLC, an individual protected series of My Holdings Co., LLC, a series LLC

123 Division Street, LLC, an individual protected series of My Holdings Co., LLC, a series LLC

TIP

Use a DBA (doing business as) for the child series if the name is too long for good business branding.

3. Is my business name available in Indiana? Make sure the name you want isn't already taken by doing a name search on the State of Indiana website.

4. Is my business name available as a URL? We recommend that you check to see if your business name is available as a web domain. Even if you don't plan to make a business website today, you may want to buy the URL in order to prevent others from acquiring it.

Find a Domain Now

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After registering a domain name, consider setting up a professional email account (@yourcompany.com). Google's G Suite offers a business email service that comes with other useful tools, including word processing, spreadsheets, and more. Try it for free

Step 2: Choose a Registered Agent

You are required to nominate a Registered Agent for your Indiana LLC. The Registered Agent for the parent LLC will need to be the same for each child series.

What is a Registered Agent? A registered agent is a person or business that agrees to send and receive legal papers on behalf of your LLC. Such papers include service of process of legal action (if you are sued) and state filings.

Who can be a Registered Agent? A registered agent must be a resident of Indiana or a corporation authorized to transact business in Indiana. You may elect an individual within the company including yourself.

Learn more about the role of a registered agent and why you should consider hiring a professional service.

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Recommended: Northwest provides registered agent services for series LLCs. A subscription will need to be purchased for each LLC in the series ($125/year/LLC).

STEP 3: FILE THE ARTICLES OF ORGANIZATION

To register your LLC, you will need to file the Series LLC Articles of Organization with the State of Indiana. This can be done online or by mail.

Indiana requires new series LLC owners to complete the Articles of Organization Domestic Master LLC Form for the master LLC and the Articles of Designation Form for the child series.

New series LLC business owner's should take these easy to follow steps to register their new business with the state of Indiana:

  • Visit the Indiana InBiz website and create a new user ID. 
  • Click "Start a New Business" and answer the questions provided.
  • When asked to "Select Your Business Type From The List Below", select "Master LLC" and follow the prompts from there.

We recommend working with an attorney when creating your Indiana series LLC Articles of Organization form and Articles of Designation.

Or read our free guide to form a standard single or multi-member LLC in Indiana.

FILE THE ARTICLES OF ORGANIZATION

OPTION 1: File Online with the State of Indiana

 

FILE ONLINE


OR


OPTION 2: File by Mail

 

Download And Mail Form


State Filing Cost: $95 when submitting online, $100 when submitting by mail or in person (Nonrefundable)

 

Mail To:

Secretary of State Business Services Division

302 West Washington Street

Room E018

Indianapolis, IN 46204

 

Processing Time: 1 hour online after payment is received, 3 to 4 days by mail. 

Step 4: Create An Operating Agreement

An operating agreement is required when starting a series LLC in Indiana. The operating agreement does not have to be filed with the state.

What is an operating agreement? An operating agreement is a legal document outlining the ownership and operating procedures of an LLC.

Why are operating agreements important? For a series LLC, the operating agreement is important because it outlines the liability limitations (asset protection) of the individual series. Without a specific outline of liability protections, a court might not uphold the protection between the series.

We recommend working with an attorney when creating your Indiana series LLC operating agreement.

 

TIP: New child series can be added to the series LLC by amending the operating agreement. Don’t forget to file another Articles of Designation form for the new series.

Step 5: Obtain an EIN

What is an EIN? The Employer Identification Number (EIN), or Federal Tax Identification Number, is used to identify a business entity. Each of the child series in your series LLC will require an EIN.

Why do I need an EIN? An EIN is required for the following:

  • To open a business bank account for the company
  • For Federal and State tax purposes
  • To hire employees for the company

 How do I create an EIN for my series LLC? The IRS doesn’t have specific guidelines for creating an EIN for the child series of a series LLC. Experts suggest using the name of your series LLC combined with the child series name for each additional EIN.

Example Series LLC EIN

 

Series LLC Name: My Holdings Co., LLC, a series LLC

EIN entry: My Holdings Co LLC a series LLC

 

Child Series Name: 123 Main St., LLC, an individual protected series of My Holdings Co., LLC, a series

EIN Entry: 123 Main St LLC an individual protected series of My Holdings Co LLC a series

Get an EIN

Option 1: Request an EIN from the IRS

Apply Online


OR


Option 2: Apply for an EIN by Mail or Fax

Download Form

Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Fax: (855) 641-6935


Fee: Free

Key Steps After Forming a Series LLC

OPEN A BUSINESS BANKING ACCOUNT

A dedicated business banking account is required for each child series of a series LLC. Without dedicated accounts, the child series are NOT protected from liabilities incurred by the other child series or the parent LLC.

SET UP ACCOUNTING

Accounting and record keeping for the series LLC MUST be clear, concise, and separate. Without careful record keeping, your series might not be protected. Separate record keeping helps ensure the courts will never allow a creditor or plaintiff to pierce the corporate veil.

Accounting for your series LLC should be handled by a professional Accountant or firm that is familiar with the series LLC.

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*Recommended: Mazuma’s team of CPAs and accountants can help manage your series LLC’s finances, including bookkeeping, accounting, and tax filing services.

 

TIP: Expenses are sometimes shared across the series. For example, the series might share office space. Shared costs like rent can be spread out between the child series but it must be done in a logical way that will be defensible in court.

REGISTER YOUR LLC FOR INDIANA STATE TAX

We recommend consulting a tax professional for help in tax planning and filing for your series LLC.

Maintain your LLC: Avoid fines and the risk of dissolution.

FILE YOUR SERIES LLC BIENNIAL REPORT

Most states require LLCs to file a biennial report. Indiana requires LLCs to file a biennial report, also known as a business entity report, with the Indiana Secretary of State. The biennial report will be filed by the parent LLC on behalf of all of the entities in your series LLC.

FILE YOUR BIENNIAL REPORT

OPTION 1: File Online with the Secretary of State

FILE ONLINE


OR


Option 2: File by Mail

Download Form


$31 online, or $50 by mail (Nonrefundable)

Mail to:

Secretary of State Business Services Division

302 West Washington Street

Room E018

Indianapolis, IN 46204

 

Due Date: Due every other year by the end of the month in which the LLC was formed.

Late Filings: Indiana does not charge late fees if you miss your filing deadline but may dissolve your LLC after 120 days of failing to file an biennial report.

REPORT LLC INCOME

Reporting income for your series LLC is best handled by an accountant who is familiar with series LLC tax code.

AVOID DISSOLUTION

Series LLCs may face fines and even automatic dissolution when they miss one or more state filings. When this happens, series LLC owners risk loss of limited liability protection. A quality registered agent service can help prevent this outcome by notifying you of upcoming filing deadlines, and even submitting reports on your behalf for an additional fee.

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RecommendedNorthwest provides registered agent services for series LLCs. A subscription will need to be purchased for each LLC in the series ($125/year/LLC).

Become a knowledgeable LLC owner. Learn more about these important topics.

OBTAIN A CERTIFICATE OF GOOD STANDING

A Certificate of Good Standing, known in Indiana as a Certificate of Existence, verifies that your LLC was legally formed and has been properly maintained. Several instances where you might need to get one include:

  • Seeking funding from banks or other lenders
  • Forming your business as a foreign LLC in another state
  • Obtaining or renewing specific business licenses or permits

You can order an Indiana LLC Certificate of Existence online. 

ORDER A CERTIFICATE OF GOOD STANDING

Order a Certificate of Existence Online through the Indiana Secretary of State

 

 

Order Online


Fee: $26 (Nonrefundable)

DISSOLVE YOUR INDIANA LLC

If at any point in the future you no longer wish to conduct business with your LLC, it is important to officially dissolve it. Failure to do so in a timely fashion can result in tax liabilities and penalties, or even legal trouble. To dissolve your LLC, there are two broad steps:

  • Close your business tax accounts
  • File the Articles of Dissolution

TIP

Closing a child series will not dissolve the parent LLC. Dissolving the parent LLC will dissolve all of the protected series under it.