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LLC 5.5(S) Articles of Organization Series

Articles of Organization Series LLC Form 5.5(S)

Articles of Organization Series have specific requirements for the parent and designated subsidiaries’ book and record keeping. Each individual subsidiary and parent must keep separate books and records to maintain their limited liability and must be spelled out in the Company’s Operating Agreement.

This topic will address the following questions:

  • What is the difference between a Series LLC and a regular LLC?
  • Why establish a Series LLC?
  • How do you name a subsidiary?
LLC5.5 (S) Form

Articles of Organization Series Background:

The following instructions are for a domestic Series LLC: A U.S. Limited Liability Company doing business in the state in which it is formed is considered a domestic entity.

There is a distinct difference between a Limited Liability Company and a Series Limited Liability Company.  Just like the limited liability company, the liability of the members or managers is limited.  However, the Articles of Organization series operating agreement establishes or provides for the designated series of members, managers, or limited liability company interests that have separate rights, powers, or duties with respect to a specified property or obligation with separate profits and losses, and to the extent provided for in the operating agreement,  may have a separate business purpose or investment objective.  

Each designated series must keep records separate and distinct from the other designations in the series.  It must be stated in the operating agreement that the Subsidiary Series shall have limited liability.  This means, that if one of the designated series is sued, the debts, liabilities, and obligations incurred, contracted for, or otherwise existing, shall be enforceable only to the designated series that is being sued.    

As long as the Articles of Organization series set out the following conditions, then none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing, shall be enforceable against the assets of the LLC or its other designations.:

(1) the notice  of limited liability,

(2) the operating agreement defines the series’ limited liability,

(3) the company has filed series designations for each subsidiary in the series, and

 (4) records and assets are separate from the other designations, 

Illinois recently enhanced its online filing portal to include the Illinois LLC 5.5(S) form (Articles of Organization Series LLC).  The service provides for routine filing (typically a 10-day turn-around) or expedited filing (24 to 48-hour turn-around).  Either service type can be secured online with a credit card.  Keep in mind that the only copy of the file-stamped Articles of Organization will be that which you print out after submitting to the State of Illinois.

Articles of Organization Series - Form LLC 5.5(S) Instructions:

Numbered items in the article below correspond to the numbered questions on the form.   Unless indicated as optional, all questions must be completed.

  1.  Limited Liability Company Name: The company name must contain the terms “Limited Liability Company, LLC or L.L.C., and must be in the English alphabet, Arabic or Roman numerals, cannot contain the following terms: “Corporation, Corp, Incorporated, Inc., Ltd., Co., or Limited Partnership or L.P. ” The company name is the name the company will be doing business as in the State of Illinois and must be distinguishable from other companies that have filings with the Illinois Secretary of State.

2.  Address of Principal Place of Business where records of the company will be kept: The principal office may, but need not be a place of business in Illinois.

3.  Articles of Organization are effective on: Effective date means the date your business is legally established which is evidenced by the filing date stamped on the Articles of Organization (the filing date) or, you have the option to choose a date in the future – up to 60 days past the filing date – for your effective date.

4.  Registered Agent Name and Registered Office Address: Each limited liability company and foreign limited liability company must continuously maintain a registered agent and registered office in the state of Illinois, The registered office address cannot be used as the principal office address.

5.  Purpose(s) for which the Limited Liability Company is organized: The general-purpose clause is now included in the Articles of Organization but can be broadened to include your company specifics. Typical general-purpose clause language is as follows: “the transaction of any or all lawful business for which limited liability companies may be organized under the Illinois Limited Liability Company Act”.

6.  The duration of the company is the latest date, if any, upon which the company is to dissolve.  Most entities leave this blank to indicate the duration of the company will be perpetual unless there is a specific event that is specified in the company’s operating agreement then that date may be entered. 

7.  Optional: Other provisions for the regulation of the internal affairs of the company: (If additional space is needed, use sheets of
this size

8.  The operating agreement provides for the establishment of one or more series.  This is an attestation that the provisions of the series LLC is documented in the Articles of Organization.  You will be affirming under penalties of perjury to the fact that all information contained on this form are accurate.  This statement requires that the establishment of the series is documented in the Operating Agreement.

9.  The Limited Liability Company is either managed by the managers or has management vested in the members: This will be identified in your operating agreement and in layman’s terms in a manager managed company the members have chosen a manager or managers to direct the operations of the company. In a member managed company, the member has a direct interest in the limited liability company and has equal rights in the management and conduct of the company’s business. Managers are designated, appointed, elected, removed or replaced by a vote or consent of a majority of the members, while members acquire a membership interest directly from the limited liability company.

This field requires the names and addresses of your managers or members – depending on which management method you choose.

10.  Names and Addresses of Organizer(s): The name and address of your organizer (Organizer refers to the person filling out the Articles of Organization forms).  Signatures must be signed in Black Ink