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 Montana?
- 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 Montana, you are only required to follow traditional LLC naming laws when naming your series LLC.
Follow the required Montana 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.
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 of Nevada requirements and general tips:
My Holdings Co., LLC, a series LLC
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
3. Is my business name available in Montana? Make sure the name you want isn't already taken by doing a name search on the State of Montana 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.
You are required to nominate a Registered Agent for your Montana series 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 series 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 Montana or a corporation authorized to transact business in Montana. 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.
To register your LLC, you will need to file the Articles of Organization with the State of Montana. This can be done online.
We recommend working with an Attorney to help you complete your series LLC Articles of Organization. Your attorney may choose to file an addendum to include specific language regarding the formation of your child series.
The cost of filing the Articles of Organization is $70 for the parent LLC and $50 for each additional child series.
We recommend working with an Attorney to help you complete your series LLC Articles of Organization.
Or read our free guide to form a standard single or multi-member LLC in Montana.
FILE THE ARTICLES OF ORGANIZATION
File Online with the State of Montana
State Filing Cost: $70 payable to the Secretary of State (Nonrefundable)
Instructions: Log-on, create an ePass, fill out the form, then select "form a domestic limited liability company" on your dashboard.
Note: There is an additional $50 fee for each child series in a series LLC.
An operating agreement is required when starting a series LLC in Montana. 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.
We recommend working with an attorney when creating your Montana series LLC operating agreement.
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
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.
*Recommended: Mazuma’s team of CPAs and accountants can help manage your series LLC’s finances, including bookkeeping, accounting, and tax filing services.
REGISTER YOUR LLC FOR MONTANA STATE TAX
We recommend consulting a tax professional for help in tax planning and filing for your series LLC.
FILE YOUR SERIES LLC BIENNIAL REPORT
Montana requires all LLCs to file an annual report with the Secretary of State. The annual report will be filed by the parent LLC on behalf of all of the entities in your series LLC.
FILE YOUR BIENNIAL REPORT
File Online with the Secretary of State
Fee: $20 (Nonrefundable)
Due Date: April 15th
Late Filings: Montana fines all LLCs $15 for late filings. In addition, Montana may dissolve LLCs at any time after December 1 of each year for failure to file an annual report.
REPORT LLC INCOME
Reporting income for your series LLC is best handled by an accountant who is familiar with series LLC tax code.
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.
OBTAIN A CERTIFICATE OF GOOD STANDING
A Certificate of Good Standing verifies that your series 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 a Montana LLC Certificate of Good Standing online or by mail.
ORDER A CERTIFICATE OF GOOD STANDING
OPTION 1: Request a Certificate of Existence Online from the State of Montana
OPTION 2: Request a Certificate by Mail
Montana Department of Revenue
PO Box 5805
Helena, MT 59604
Note: To file online, do a name search and click "Request Entity Information".
DISSOLVE YOUR MONTANA LLC
If at any point 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