Thanks to the new Ohio Revised LLC Act, it’s now possible to form a series LLC in Ohio. To start a series LLC in Ohio, you’ll need to file articles of organization with the Secretary of State and draft an operating agreement that is specific to series LLCs. If you’re thinking—Slow down. What even is a series LLC?—don’t worry. We’ll tell you everything you need to know about starting a series LLC in Ohio.
What is a series LLC?
A series LLC is a type of limited liability company that consists of a parent company (sometimes called a “Master LLC”) and one or more divisions beneath it called “series” or “cells.” Each series can have separate assets, interests, and limited liability. So if one series faces a lawsuit, only that series will be liable for damages, and you won’t risk losing the entire company’s assets.
To learn more about series LLCs, check out Northwest’s Series LLC Guide.
Does Ohio allow series LLCs?
Yes. In February 2022, the Ohio Revised Limited Liability Company Act went into effect, which includes statutes allowing for series LLCs. Ohio is the 15th state to allow for the creation of series LLCs.
Why would I need an Ohio series LLC?
You might want to start a series LLC in Ohio if you own multiple businesses or investments, and you want to protect each investment from the liability of the others. For example, a real estate investor might set up a series LLCs so that if one property is sued or goes into debt, the other properties aren’t held liable. Starting a series LLC is also cheaper and requires less paperwork than forming and maintaining multiple separate LLCs.
How do I start a series LLC in Ohio?
The process of starting a series LLC in Ohio isn’t too different from forming a regular Ohio LLC. You’ll need to submit Ohio Articles of Organization to the Secretary of State and pay a $99 filing fee. However, there are three unique steps you’ll have to take when forming a series LLC:
- Attach a statement to your articles of organization stating that the LLC “may have one or more series of assets subject to limitations.”
- Include a section in your Ohio operating agreement stating that your LLC may have one or more series—per OH Rev. Stat. § 1706.76.
- Open separate bank accounts and keep separate financial records for each series of your LLC.