Overview of Registered Series Delaware LLC
Delaware’s Registered Series LLC formation and implications.
Delaware’s statutory provisions allow for the creation of a "series" within a limited liability company, with each series functioning as a separate entity. The recent amendments introduced the concept of a Registered Series LLC, which requires filing with the State. This new structure aims to address adoption barriers but comes with trade-offs in terms of simplicity and fees.
Formation and Requirements
- Process: Filing a Certificate of Formation for a Series LLC and entering into an Operating Agreement
- Documentation: Each new series requires a Certificate of Registered Shares
- Naming Convention: Series must adhere to the master LLC’s naming convention
- Filing Requirements: Must file a Certificate of Registered Series for each registered series
Benefits of a Registered Series
Comparison between a Registered Series and a traditional LLC.
A Registered Series LLC offers a middle ground between a traditional LLC and an individual series, offering registration benefits and cost advantages. By being a "registered entity," it can obtain a Certificate of Good Standing, essential for business operations in other states. Additionally, the annual tax payment for a registered series is fixed at $75, providing cost benefits.
Difference between Protected Series and Registered Series
A comparison of the formation and characteristics of Protected and Registered Series LLCs.
Both Protected Series and Registered Series LLCs provide liability protections between different series within the entity. However, the key distinction lies in the filing requirements: a Registered Series LLC must submit paperwork for each new series with the state, while a Protected Series LLC can establish new series privately without such filings.
Registered Series LLC in Texas
Insight into the benefits and requirements of a Registered Series LLC in Texas.
In Texas, a Registered Series LLC allows real estate investors to segregate assets into different compartments under one parent entity. Each series operates as a separate entity, providing protection from liabilities affecting other series. Registration with the Texas Secretary of State is necessary for individual series, enabling benefits such as obtaining individual certificates per series for operational purposes.
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