The limited liability company (LLC) is one of the most popular business structures in America, thanks to its flexibility and relatively simple setup.
The LLC does have its limits though, especially when it comes to its growth potential compared to a corporation.
If you’re considering starting an LLC ― or if you already operate one ― you might be interested in the series LLC. This relatively recent addition to the American business landscape operates like a simplified version of a corporation with subsidiaries, but the series LLC also has some unique attributes of its own.
One of the questions we most frequently hear about series LLCs is whether each segment needs to have a registered agent, and whether that registered agent needs to be the same throughout the entire series. In this article, we’ll discuss everything you need to know about the role of a registered agent in a series LLC.
What Is a Series LLC?
First off, we should answer the simple question of what a series LLC actually is. A series LLC is a group of LLCs that remain separate for liability reasons, but remain united under the umbrella of a central master LLC.
Interestingly, the series LLC is not recognized in all 50 states. Instead, this business type is only available in 20 states:
Alabama, Arkansas, Delaware, Illinois, Indiana, Iowa, Kansas, Minnesota, Missouri, Montana, Nevada, North Dakota, Oklahoma, South Dakota, Tennessee, Texas, Utah, Virginia, Wisconsin, and Wyoming, as well as the District of Columbia and Puerto Rico.
Each LLC in a series has the same limited liability protections that a standard LLC has, meaning that if you’re sued, creditors can only come after your business assets rather than pursuing your personal possessions.
Additionally, each segment of a series LLC is (at least in theory) shielded from the liability of each other segment in the series. This means that if one segment in the series is sued, your creditors cannot pursue the assets of the other LLCs in the series.
Before we move on, we will make a blanket recommendation to not form series LLCs in three of these states (Minnesota, North Dakota, and Wisconsin) because they have laws that require series LLCs to share liability across all segments, effectively undermining the point of forming one in the first place.
Does Each Segment of a Series LLC Need a Registered Agent?
In general, the series LLC operates in much the same way as a standard LLC when it comes to registered agents. With any LLC, you’ll need to designate a registered agent to provide the government with a reliable point of contact for your business.
The registered agent’s role is to accept important document deliveries from the state — such as service of process, annual report notifications, etc. — on behalf of your business. Each time your registered agent receives a delivery, they immediately inform you of the delivery, then forward the document to your business location.
With a series LLC, you can typically just designate one registered agent for the entire series. If you’re using a registered agent service, it’s possible that the service will charge you more than they would for a typical LLC, but legally speaking you do not need to designate a separate registered agent for each segment of your series LLC. However, we will note that if your series LLC operates in more than one state, you will need to designate a registered agent in each state.
Can You Hire a Registered Agent Service for a Series LLC?
You certainly can, and we strongly recommend doing so. You are legally allowed to serve as your own registered agent in all 50 states, but this comes with some major disadvantages, such as privacy concerns and the risk of missing an important document delivery.
When you hire a registered agent service, your address won’t be listed as part of the public record. In addition, any service of process will be served through your registered agent service rather than your business, which eliminates the risk of being served in front of your customers or employees.
The biggest benefit in our opinion is that you won’t have to worry about being present at your business address for all standard business hours. The state will always deliver documents between the hours of 9am and 5pm, and if you serve as your own agent, you are legally required to be available during those hours in case the state needs to deliver documents.
There are many reputable registered agent services available, and you can take a look at our extensive guide to the best registered agent services if you’d like.
All told, the process of designating a registered agent for a series LLC is quite similar to that of a typical LLC. In addition, one registered agent can serve all segments of your series LLC. Just keep in mind that if you expand your business into additional states, you will need to get a registered agent in those states as well.
We hope this brief article helped you expand your understanding of how registered agents function in a series LLC!