Most state laws have straightforward requirements for business names. These requirements usually state that the name must include the phrase “limited liability company” or an abbreviation like “LLC” and must not be confusingly similar to other companies.
Because states are uniform in their approach to LLC names, a person forming an LLC would use the exact same name regardless of the state of filing. For example, “Acme LLC” is a valid name for the LLC regardless of whether it is formed in Texas, California, or any other state.
State Law Approaches to Name Requirements for Individual Series of a Series LLC
This uniform approach does not apply to the names of individual series of a series LLC (if you’re unfamiliar with series LLCs, see our article on What are Series LLCs). There are currently thirteen states that allow series LLCs. These states take three different approaches to series LLC naming requirements:
- No Statutory Requirement for Naming a Series – Some states, like Alabama and Delaware, contain no requirements for naming of a series. This leaves it up to the owners of the LLC to work out the naming on their own.
- Assumed Name Filing – Like Alabama and Delaware, Texas series LLCs can name individual series as the members or managers see fit. But to conduct business in the name of the series, Texas law requires the filing of an assumed name certificate.
- Parent LLC Name Must Be Included in Series Name– Other states require the name of each individual series to state the name of the parent LLC. This practical requirement ensures that anyone who deals with the LLC can trace the series back to the parent LLC in the public records. Some of these states (Illinois, Kansas) require a public filing when the series is created, while others (Iowa, Utah) do not.
Practical Guidance on Series Names
It is noteworthy that none of the states prohibit the series LLC from using the name of the parent in the name of the series. As mentioned, this may be best practice because it allows third parties who are dealing with a series to identify the parent in the public records.
Taking it a step further, the Limited Liability Company Protected Series Act (Series Act) is currently in the works under the guidance of the Uniform Law Commission The Series Act is expected to be widely adopted. It contains the following requirements:
- The name of the series must begin or end with the name of the parent LLC, including any word or abbreviation required by the applicable LLC name statute; and
- The name of the series must contain the phrase “Protected Series” or “protected series” or the abbreviation “P.S.” or “PS.”
Pulling this altogether, it is best practice to include both the name of the parent LLC and the phrase “Protected Series” or an abbreviation. For example, if the series LLC is Arch Bay Holdings LLC and one of its series will be identified as 2010B, the name of the series could be “Arch Bay Holdings LLC Series 2010B P.S.” This naming convention is permitted by all state acts and will help ensure that the series will be respected in other states that adopt the Series Act once it is finalized.