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 Nevada?
- 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 Nevada, you are only required to follow traditional LLC naming laws when naming your series LLC.
Follow the required Nevada 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 Kansas 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
3. Is my business name available in Nevada? Make sure the name you want isn't already taken by doing a name search on the Nevada's Secretary of State 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.
Step 2: Choose a Registered Agent
You are required to nominate a Registered Agent for your Nevada 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 Nevada or a corporation authorized to transact business in Nevada. 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.
Step 3: File The Articles of Organization
To register your LLC, you will need to file the Articles of Organization with the State of Nevada. This can be done online or by mail.
The Nevada Articles of Organization form has a checkbox in section 1 that allows you to indicate that your LLC is a series LLC.
Experts suggest adding an addendum to the Articles of Organization to outline your series LLC. We recommend working with an attorney to help you complete your series LLC Articles of Organization.
The cost of filing the Articles of Organization is $75.
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 Nevada.
FILE THE ARTICLES OF ORGANIZATION
OPTION 1: File Online with the State of Nevada
OPTION 2: File by Mail
$75 payable to the Secretary of State (Nonrefundable)
Secretary of State New Filings Division
202 North Carson Street
Carson City, NV 89701
Processing Time: 2 business days online, up to 2 weeks by mail.
Step 4: Create An Operating Agreement
An operating agreement is required when starting a series LLC in Nevada. 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 Nevada series LLC operating agreement.
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
Where do I get an EIN? An EIN is obtained from the IRS (free of charge) by the business owner after forming the company. This can be done online or by mail.
NOTE FOR INTERNATIONAL APPLICANTS: You do not need an SSN to obtain an EIN. Learn more here.
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.
*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 SERIES LLC FOR NEVADA 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 ANNUAL REPORT
Nevada requires all LLCs to file an annual report with the Nevada Secretary of State. This annual report is also known as an annual list in Nevada. The annual list will be filed by the parent LLC on behalf of all of the entities in your series LLC.
FILE YOUR ANNUAL REPORT
File Online with the State of Nevada
Fee: $150 payable to the Secretary of State (Nonrefundable)
Secretary of State
202 North Carson Street
Carson City, NV 89701
Due Date: Due by the last day of the month, following the month of formation.
Late Filings: Nevada will charge a $100 penalty if you miss the filing deadline. In addition, LLCs may be dissolved or revoked after one year.
NEVADA BUSINESS TAXES
There are two state specific taxes that often apply to LLCs in Nevada. The state's Modified Business Tax applies to all businesses paying at least $50,000 in wages quarterly. Meanwhile, Nevada's Commerce Tax applies to all businesses with gross annual revenue exceeding $4,000,000.
The Modified Business Tax and Commerce Tax will be based on the total income of the series LLC.
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 Nevada LLC Certificate of Good Standing online.
ORDER A CERTIFICATE OF GOOD STANDING
Request a Certificate Online from the State of Nevada
Fee: $50 (Nonrefundable)
To order a Certificate of Good Standing in Nevada, simply register for SilverFlume, Nevada’s Business Portal, do an entity search for your business, and request your certificate.
DISSOLUTION OF YOUR NEVADA LLC
DISSOLVE YOUR NEVADA LLC
If at any point you no longer wish to conduct business with your series 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 series LLC, there are two broad steps:
- Close your business tax accounts
- File the Articles of Dissolution