IACA



Topic: Foreign Series LLC Registration

Question by: Kristyne Tanaka

Jurisdiction: Hawaii

Date: July 11, 2016

|Jurisdiction |Question(s) |

| |Hawaii’s laws do not provide for Series LLC registration. |

| |Would you allow Foreign Series LLCs, organized as a Series LLC in their home jurisdiction, to file a Foreign LLC Application for |

| |Certificate of Authority with your office? |

|Manitoba | |

|Corporations Canada | |

|Alabama | |

|Alaska | |

|Arizona |Arizona’s laws also do not provide for series LLCs or for registering series LLCs. We have been asked this question once during my tenure here, by a customer, and I said|

| |the master LLC would have to register itself, then could register each series under a fictitious name if necessary. I suspect, however, that we have many series on the |

| |books that are somehow providing sufficient information to register on their own such that it passes my examiners’ scrutiny. We do not have a formal policy in effect for|

| |how to handle foreign series registration. |

|Arkansas | |

|California | |

|Colorado | |

|Connecticut | |

|Delaware | |

|District of Columbia |In DC we would only register parent company but not the series under their individual registration. |

|Florida |In Florida, we require each series or cell of a foreign LLC series to make a separate application for a certificate of authority. |

|Georgia |Georgia’s laws do not provide for Series LLC registration. |

|Hawaii | |

|Idaho | |

|Illinois | |

|Indiana | |

|Iowa | |

|Kansas | |

|Kentucky | |

|Louisiana |Louisiana is the same as Rhode Island and Washington State |

|Maine | |

|Maryland | |

|Massachusetts |Massachusetts is the same as Washington and Washington DC. |

|Michigan | |

|Minnesota | |

|Mississippi | |

|Missouri | |

|Montana | |

|Nebraska | |

|Nevada | |

|New Hampshire | |

|New Jersey | |

|New Mexico | |

|New York | |

|North Carolina | |

|North Dakota | |

|Ohio | |

|Oklahoma | |

|Oregon | |

|Pennsylvania | |

|Rhode Island |Rhode Island is the same as Washington State. |

|South Carolina | |

|South Dakota | |

|Tennessee | |

|Texas | |

|Utah | |

|Vermont | |

|Virginia |The mothership would need to register here as our Code does not authorize a separate registration by a series of a LLC. |

|Washington |In Washington State we register the “mothership” in the foreign registration since we do not recognize the series as a standalone entity. |

|West Virginia | |

|Wisconsin | |

|Wyoming | |

Additional comments:

Full text of email:

Hi,

Hawaii’s laws do not provide for Series LLC registration.

Would you allow Foreign Series LLCs, organized as a Series LLC in their home jurisdiction, to file a Foreign LLC Application for

Certificate of Authority with your office?

Thank you for your assistance.

Aloha,

Kristyne Tanaka

Documents Registration Supervisor

Dept. of Commerce and Consumer Affairs

Business Registration Division

335 Merchant Street

Honolulu HI 96813

ph. (808) 586-2727

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