Does each series need a separate EIN?

Does each series need a separate EIN?

A series does not need its own separate Employer Identification Number (EIN), unless any of the following are true:

  • the series has W2 employees,
  • the series will elect to be taxed like a corporation,
  • the series will have a different tax classification than the Series LLC,
  • the series will be taxed like a partnership (i.e., has multiple owners) and your CPA wants to file separate returns for each series rather than a combined return for the LLC and all of its series (see more below); or
  • the series has excise tax obligations (excise taxes are commonly levied on cigarettes, alcoholic beverages, soda, gasoline, insurance premiums, amusement activities, and betting).

    Another reason a series might need an EIN is if your bank requires one. Banks will want to see an EIN when setting up a bank account. For more on this topic, see our article titled "Does each series need a separate bank account?".

    Does each series need to file a separate tax return?

    Under Texas law1, each series is not a separate entity. The IRS, however, issued a proposed regulation2 in 2010 that articulates their view that each series should be treated as a separate entity for federal tax purposes. A final regulation (to the aforementioned proposed regulation) has not been published, so the proposed regulation is not yet the law of the land. If a final regulation is published, a Series LLC that previously was treated as one entity with all of its series may be required to begin treating each series as a separate entity for Federal tax purposes.

    1 See Tex. Business Organizations Code Section 101.622
    2 See IRS Proposed Regulation 119921-09

    Disclaimer: We are not CPAs nor tax professionals and nothing in this article or on this site should be considered as tax, accounting, or legal advice. This article has been prepared for informational purposes only, and is not intended to provide, and should not be relied on for, tax, legal or accounting advice. You should consult your own tax, legal and accounting advisors before engaging in any transaction.

    Zachary Copp, Esq.

    Attorney at Copp Law Firm, PC

    Mr. Copp is a graduate of the University of Texas at Austin and the founder of the Copp Law Firm. He has been licensed in Texas for 20 years and has personally formed over 3,500 Texas LLCs since 2015. He was recognized as a Rising Star by SuperLawyers® for seven straight years. See full bio →