Legal Counsel for Structuring Series LLCs to Segregate Risk and Manage Assets
Series LLCs are commonly used to segregate liability among multiple assets or business operations under a single legal entity. Linnemeyer Law advises clients on the formation, structuring, and conversion of Series LLCs under Illinois law, with particular emphasis on liability separation, asset titling, and ongoing compliance.
What is a Series LLC?
A Series LLC consists of a single “umbrella” limited liability company with one or more designated series, each of which may hold separate assets, incur separate liabilities, and operate independently from other series. When properly structured and maintained, liabilities of one series are generally enforceable only against that series.
Common use cases include:
- Real estate investors holding multiple properties
- Investment entities requiring segregation of investments
- Businesses operating distinct divisions or lines of business
Not sure if a Series LLC is the right fit? Explore our Entity Selection page to see other options.
Key Structural Features of a Series LLC
- Each series may have its own assets, liabilities, owners, managers, and business purpose
- Each series should maintain separate books, records, and bank accounts
- Liabilities of one series are generally not enforceable against other series if statutory requirements are met
Series LLC Formation and Asset Structuring
Forming a Series LLC involves more than filing organizational documents. Proper structuring requires attention to operating agreements, asset transfers, titling, and ongoing compliance to preserve liability separation. Linnemeyer Law assists clients with both the formation of new Series LLCs and the conversion of existing LLCs into Series LLC structures.
Flat-Fee Series LLC Formation
Linnemeyer Law offers flat‑fee Series LLC formation and conversion services designed to provide clarity and predictability at the outset of the engagement. Flat‑fee Series LLC formations start at $1,200, plus filing costs, and increase based on the number of members, the number of series, and the overall complexity of the structure.
Our flat‑fee services are designed to handle the Series LLC formation or conversion process from start to finish, including the preparation of critical governance documents and the proper transfer and titling of assets to each series. The flat fee quoted by Linnemeyer Law is intended to cover all core legal work required to properly organize and structure the Series LLC under Illinois law.
Flat‑Fee Series LLC Services Commonly Include:
- Initial consultation to evaluate Series LLC structure and objectives
- Name availability search
- Preparation and filing of Articles of Organization or Certificates of Formation
- Preparation and filing of Certificates of Designation or Certificates of Registered Series
- Preparation of umbrella and series‑specific operating agreements
- Preparation of initial member and manager resolutions
- Coordination of Employer Identification Numbers (EINs) and tax classification guidance
- Assistance with the transfer and titling of real estate, investment accounts, or other assets to individual series
- Registered agent services at no additional cost, if requested
After discussing the scope of the engagement, Linnemeyer Law will confirm a flat fee that reflects the specific structure and requirements of the Series LLC.
Frequently Asked Questions
These are our most commonly asked questions about Series Limited Liability Companies.
How long does it take to form a Series LLC?
Illinois Series LLC formations are typically processed within approximately 10 business days, with expedited options available. Additional series can be established after the initial LLC is formed. Timing may vary based on structure and filing method. Funding a Series LLC, or contributing property to a Series LLC, can take longer.
Does a Series LLC need an Operating Agreement?
Yes. A Series LLC requires an operating agreement for the umbrella LLC and separate operating agreements for each series to establish ownership, management, and governance terms.
Can an existing LLC be converted to a Series LLC?
Yes. An existing Illinois LLC can be amended to authorize the creation of series. Linnemeyer Law regularly assists clients with Series LLC conversions.
Does each series need its own EIN and bank account?
Yes. Each series should maintain its own EIN, bank account, and separate books and records to preserve liability separation.
How are Series LLCs taxed?
Each series is treated as a separate entity for federal tax purposes and may be taxed as a disregarded entity, partnership, S‑corporation, or C‑corporation, depending on ownership and elections made.
What ongoing obligations apply after formation?
Series LLCs must maintain separate records for each series and comply with annual state filing and tax obligations applicable to the LLC and its individual series.
Is a Series LLC the Right Structure?
Series LLCs can be powerful tools for risk segregation, but they are not appropriate for every business. Linnemeyer Law works with clients to evaluate whether a Series LLC structure aligns with their assets, operations, and long‑term objectives. After an initial discussion of scope, many Series LLC formation and conversion matters can be handled on a flat‑fee basis, providing cost certainty before work begins.