No, we do not believe that your bank needs to require separate employer identification numbers (EINs) for each series of an LLC established under Illinois law. We believe that your bank can accept the master LLC’s EIN for the loans, provided that the series have not obtained their own EINs (in which case your bank should use the series’ individual EINs).
FinCEN’s Customer Identification Program (CIP) rules require banks to obtain a tax ID number for each U.S. person opening an account, and we believe that obtaining the master LLC’s EIN fulfills this requirement. The Illinois Limited Liability Company Act provides that a limited liability company and any of its series may elect to consolidate their operations as a single taxpayer. Consequently, Illinois law does not require a series of an LLC to obtain its own tax ID number, and we do not believe you are required to ask each series of an LLC for a separate EIN when providing them with a loan — assuming that each series has elected to be taxed as a single taxpayer with the master LLC and have not obtained separate EINs.
Note that one of several requirements for establishing a series LLC under the Illinois Limited Liability Company Act is that the master LLC’s Articles of Organization sets forth notice of the limitation on liabilities of a series. We do not believe it is possible to establish a series if the Articles of Organization has no references to this required notice. You can check for the notice if the master LLC used the form Articles of Organization provided by the Illinois Secretary of State for a series LLC, which is labeled “LLC-5.5(S)” and includes the required notice in Article 10.
Additionally, the filing of a certificate of designation with the Secretary of State “shall be conclusive evidence . . . that all conditions precedent required to be performed have been complied with and that the series has been or shall be legally organized and formed under this Act.” Because your bank has obtained certificates of designation for each series from the Illinois Secretary of State, along with a certificate of good standing for the master LLC, we believe that you may assume that the series have been legally organized and formed under Illinois law.
For resources related to our guidance, please see:
- CIP Rules, 31 CFR 1020.220(a)(2) (“Customer Identification Program: minimum requirements . . . (2)(i)(A) In general. . . . the bank must obtain, at a minimum, the following information from the customer prior to opening an account: (1) Name; . . . (3) Address, which shall be: . . . (iii) For a person other than an individual (such as a corporation, partnership, or trust), a principal place of business, local office, or other physical location; and (4) Identification number, which shall be: (i) For a U.S. person, a taxpayer identification number
- Illinois Limited Liability Company Act, 805 ILCS 180/37-40(b) (“The limited liability company and any of its series may elect to consolidate their operations as a single taxpayer to the extent permitted under applicable law, elect to work cooperatively, elect to contract jointly or elect to be treated as a single business for purposes of qualification to do business in this or any other state.”)
- Illinois Limited Liability Company Act, 805 ILCS 180/37-40(b) (“Notwithstanding anything to the contrary set forth in this Section or under other applicable law, in the event that an operating agreement creates one or more series, and if separate and distinct records are maintained for any such series and the assets associated with any such series are held (directly or indirectly, including through a nominee or otherwise) and accounted for separately from the other assets of the limited liability company, or any other series thereof, and if the operating agreement so provides, and notice of the limitation on liabilities of a series as referenced in this subsection is set forth in the articles of organization of the limited liability company and if the limited liability company has filed a certificate of designation for each series which is to have limited liability under this Section, then the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof, and unless otherwise provided in the operating agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of such series. The fact that the articles of organization contain the foregoing notice of the limitation on liabilities of a series and a certificate of designation for a series is on file in the Office of the Secretary of State shall constitute notice of such limitation on liabilities of a series. . . .”)
- Illinois Secretary of State Form LLC-5.5(S) (May 2018) (“10. The operating agreement provides for the establishment of one or more series. These Articles of Organization must be on file in accordance with Section 5-40 prior to the attestation and submittal of form LLC-37.40, Certificate of Designation. When the company has filed a Certificate of Designation for each series, which is to have limited liability pursuant to Section 37-40 of the Illinois Limited Liability Company Act, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the Limited Liability Company generally or any other series thereof, and unless otherwise provided in the operating agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to this company generally or any other series thereof shall be enforceable against the assets of such series.”)
- Illinois Limited Liability Company Act, 805 ILCS 180/37-40(d) (“Upon the filing of the certificate of designation with the Secretary of State setting forth the name of each series with limited liability, the series’ existence shall begin, and each of the duplicate copies stamped ‘Filed’ and marked with the filing date shall be conclusive evidence, except as against the State, that all conditions precedent required to be performed have been complied with and that the series has been or shall be legally organized and formed under this Act. . . .”)