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Series Designations

Series designations are filed when a series parent designates a subsidiary by filing the Statement of Designation with the Illinois Secretary of State.

This Topic will address the following questions:

  • Series Designations: what are the name options for a subsidiary LLC?
  • Do I need to identify the designations in the operating agreement?
  • Does a Series Designation provide adequate limited liability?

Series Designations Background:

Series Designations are required when the parent company starts a new subsidiary. This is accompliahed 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.

If the subsidiary will be treated differently than what is stated in the parent operating agreement, the method of treatment should be included in the operating agreement.

Subsidiary’s enjoy the same limited liability of the parent company as long as all books and records remain separate. If it can be proved that the company did not follow those regulations, the parent entity’s limited liability may be at risk.

Series Designations - LLC 37.40 Statement of Designation 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:
    This must be the legal name of the Series LLC 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: Series designations’ name must contain 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 name the company “Parent LLC”, then the series designation would look something like this: Parent, LLC – 1234 Series.

    With the filing of this document: This question gives you 4 options from which to choose:

    Option 1: is for the existence of the series to begin.

    Option 2: 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.

    Option 3: is for terminating the series. This will only terminate the designation, not the entire LLC.

    Option 4: is for manager information. If the management information for this subsidiary series differs from the Parent LLC’s operating agreement, then this is where you would designate the manager names and addresses.

  4. 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.D