IACA – International Association of Commercial Administrators



Topic: Series LLC

Question by: Kathy M. Sachs

Jurisdiction: Kansas

Date: May 4, 2016

|Jurisdiction |Question(s) |

| |A Series of a Delaware Series LLC wants to file as an LLC in Kansas. I think that’s ok because a Series has all the rights of the Series LLC. Right? |

|Manitoba | |

|Corporations Canada | |

|Alabama | |

|Alaska | |

|Arizona | |

|Arkansas | |

|California | |

|Colorado | |

|Connecticut | |

|Delaware | |

|District of Columbia | |

|Florida | |

|Georgia | |

|Hawaii | |

|Idaho | |

|Illinois | |

|Indiana | |

|Iowa | |

|Kansas | |

|Kentucky | |

|Louisiana | |

|Maine | |

|Maryland | |

|Massachusetts |In Massachusetts, only the Parent of the Series LLC registers, not each series within. |

|Michigan | |

|Minnesota | |

|Mississippi | |

|Missouri | |

|Montana | |

|Nebraska | |

|Nevada | |

|New Hampshire | |

|New Jersey | |

|New Mexico | |

|New York | |

|North Carolina |North Carolina would require each LLC to register whether they are a part of a series LLC in Delaware or not. |

|North Dakota | |

|Ohio |. |

|Oklahoma | |

|Oregon | |

|Pennsylvania | |

|Rhode Island | |

|South Carolina | |

|South Dakota | |

|Tennessee | |

|Texas |Texas is like Massachusetts. If the law of the jurisdiction authorizing the series does not treat a series created by the parent as a separate legal entity, then it |

| |would be the parent of the series that registers, and not the individual series created by the parent. |

|Utah | |

|Vermont | |

|Virginia | |

|Washington | |

|West Virginia | |

|Wisconsin | |

|Wyoming | |

Additional comments:

Kathy Sachs: Series LLC law is so all over the board. Ours do not file as a business entity but they do file a certificate of designation that gives the name of all the series under the series LLC.

I wish our state would have waited to pass this law in until the bugs worked out.

Thank you for taking the time to respond.

Full text of email:

A Series of a Delaware Series LLC wants to file as an LLC in Kansas. I think that’s ok because a Series has all the rights of the Series LLC. Right?

KATHY M. SACHS | Business Services

Deputy Assistant Secretary of State

Kansas Secretary of State | 785-296-4564 P | 785-296-4570 F | sos.

Memorial Hall, 1st Floor | 120 S.W. 10th Avenue | Topeka, KS 66612-1594

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