Illinois Registered Agent, Inc.

LLC 5.5 (S) - Articles of Organization Series

We assist our clients with a review of your completed forms to insure acceptance by the State.

Instructions for completing Articles of Organization Series
& designating its subsidiaries.

This topic will address the following questions:​​

What is the difference between a Series LLC and a regular LLC?
Why would someone establish a Series LLC?
How do you name a subsidiary?​​
Articles of Organization for a Series LLC

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 operating agreement of a series establishes or provides for the designated series of member, managers or limited liability company interests that have separate rights, powers or duties with repect 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.  Which means, 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 sets out (1) the notice  of limited liability, (2) the operating agreement defines the series' limited liaibility, (3) the company has filed series designations for each subsidiary in the series, and  (4) records and assets are separate from the other designations, 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.

​Illinois recently enhanced their 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 - 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.

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. 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.
8. 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.

9. 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.


Statement of Designations LLC 37.40 form :

Once the parent company has been established with the State of Illinois, the series subsidiaries are designated by filing a statement of designation identifying the parent, the manager and the subsidiary's name which must be distinguishable from the other subsidiary designation names.

1. Limited Liability Company name:  This must be the legal name of the Series LLC as registered with the State of Illinois.
2. State or country under the laws of which the company is organized: (check one):  If the company is formed in Illinois this would be a domestic series LLC and you would check the first option.  If the Series LLC was established in another State and this is a subsequent registration for the authority to transact business, then the company would be considered a foreign series LLC and you will need to specify what State your company was formed.

3. Name of Series:  This will be the legal name of the parent LLC and must include the series designation to differentiate the Parent from the subsidiary.  For example,  if the original articles of organization names the company "Parent LLC", then the series designation would look somethig like this:  Parent, LLC - 1234 Series.

4. With the filing of this document:  This question gives you 4 options.  The first option is for the existence of the series to begin.  The second option is if you already have a series designation and need to change the designation's name.   Check this box only if you intend to change the name of the designation and include the new name of the designation.  The third option is for teminating the series.  This will only terminate the designation, not the entire LLC.  The fourth option is for mananger information.  If the management information for this subsidiary series differes from the Parent LLC's operating agreement, then this is where you would designate the manager names and addresses.

5. Signature block attestation:  Date and sign the form using the title that the operating agreement has authorized as being vested in the Manager or Member of the Parent LLC's Operating Agreement.