• Menu
  • Skip to right header navigation
  • Skip to main content
  • Skip to primary sidebar
  • Skip to footer

Fortenberry PLLC

LLC Lawyers

  • Move Your LLC to a New State
  • Move Your LLC to a New State

What to Name a Series of a Series LLC

You are here: Home / What to Name a Series of a Series LLC

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:

  1. 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.
  2. 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.
  3. 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.

Primary Sidebar

Instant Fee Quote!

Use our free tool to get an instant quote on LLC formation and domestication. We'll also show you what what is included with the service.

GET QUOTE

LLC Law and Strategy

  • Using LLCs to Protect from Inside and Outside Liability
  • Maximizing Charging Order Protection for LLCs
  • Using the Holding Company Structure for LLCs
  • Leveraging the Manager-Managed Structure for LLCs
  • LLC Planning to Avoid Phantom Income
  • Using Spousal Consents for Community Property
  • Protecting Against LLC Veil-Piercing
  • Planning for Fiduciary Duties in LLC Operating Agreements

Texas LLC Law

  • Texas LLC Formation
  • Texas LLC Relocation
  • Texas LLC Operating Agreement
  • Texas Series LLCs
  • Texas LLC Law

Series LLCs

  • What are Series LLCs?
  • What to Name a Series of a Series LLC
  • Texas Series LLCs

Choosing the Right Form of Business

  • Corporation or LLC? Start with the Purpose
  • Why LLCs Are the Right Choice for Most New Businesses
  • LLCs for Real Estate Investment
  • Service Businesses and Self-Employed Individuals
  • High-Growth Tech Startups
  • The Wait-and-See Approach for Bootstrappers

Footer

Practice Areas

  • LLC Domestication and Conversion
  • LLC Formation
  • LLC Operating Agreements
  • LLC Law
  • Trusts

Copyright © 2023 Fortenberry PLLC

Legal Notice: The information on this website is for general informational purposes only. Nothing on this site should be taken as legal advice for any individual case or situation. This information is not intended to create, and receipt or viewing does not constitute, an attorney-client relationship. Unless otherwise indicated in individual attorney biographies, lawyers are not certified by any certification board.