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Delaware Series LLC

Asked by: Sharon - 23 November, 2011
https://d25eic0jctudgb.cloudfront.net/images/site/avatars/default.png-f1597c1da25f30f8c1a941405e8391c8 Hi,

I would like to form a Delaware Series LLC, and I had a few questions:

1. Do I need a physical address in Delaware to open a Delaware Series LLC? I live in New York but want to incorporate the Company in Delaware.

2. How do I add series to my LLC? For example, my company would deal in Real Estate and IT services. Do I include both up front or can I add the other series later on? If so, what needs to be done to the original Series LLC that will have Real Estate series in the beginning to add IT services later?

3. Whats the maximum list of series that can be added?

4. How would I incorporate my name as a Manager (Employee) of the company even if I incorporate the company? Owners can work as an employee of the company too right, so where can I mention that?

5. Do I have a annual fee once the Delaware Series LLC is formed?

6. Whats the entire cost charged by your company to incorporate the Delaware Series LLC?

Thanks,  
Sharon
Answered by: Roman Fichman, Esq. - 24 November, 2011
https://d25eic0jctudgb.cloudfront.net/images/site/avatars/441.jpg-afd0fd6c303e291a6b8e74727d4f86a1 Sharon,

The cost to file a series LLC is the same cost as filing a regular LLC. The "series" designation is done in the articles of organization and more importantly the structure is laid out in the operating agreement.

In general, a company does not need a physical address in Delaware to be incorporated in Delaware. However, a company does need to have a registered agent in Delaware.

In order to effectuate a series LLC, the articles of organization, operating agreement and if needed company resolutions need to reflect this structure. These documents also set-out the LLC's equity structure and management whereby the various individuals involved are characterized as either a member (i.e. equity owner) a managing member (i.e. owner manager) or a manager (i.e. an employee) of the company.

Though in theory there is no limit to the number of companies within the series, one needs to be mindful of limiting the complexity of the equity and management structure of the series in light of some uncertainty of treatment of such an entity by the IRS and other states.

In addition, depending on your particular circumstances you may also need to register the company as a foreign entity in New York. One of the benefits of a series LLC is that only the regular LLC annual tax of $250 and one registered agent fee need to be paid for the entire series. I can assist you with the corporate paperwork necessary to designate the LLC as a series LLC and designate the various individuals involved as members and/or managers: you are welcome to visit my website to learn more.

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