Every deal on Seed Labs is structured as its own legal entity— a Delaware LLC housed under a Series LLC. There are some important things to consider when naming the entity for your deal.

Considerations

Before you pick a name for your deal, you should consider the following:

Your entity name shows up in your legal docs.

As investors review the subscription agreement and operating agreement for your deal, they will see the entity name you pick.

Your entity name shows up on your target investment's cap table.

The cap table/ownership record of the target investment will list your entity's legal name as the owner of the interest.

Your entity name shows up in publicly available filings.

Your entity name will be publicly available on US filing websites— namely, the SEC uploads quarterly reports of all exempted securities offerings. Your deal's entity name will be listed as the issuer of the security in addition to the amount of capital raised.

Anatomy of a deal name

Let's look at an example name for a deal: "ACME Ventures I a Series of ACME Investments LLC."

There are three parts to the name:

1. Prefix: (ACME Ventures I). This can be any name you choose for your deal.
2. Series Statement: (a Series of). This is a mandatory suffix that represents that entity is a child of the Series LLC the entity is nested under.
3. Series LLC: (ACME Investments LLC). This is the name of the Series LLC that the entity is nested under.

Customers who seek fine control over their bran can customize this suffix to their own liking for an additional annual fee. Else, you can use the complementary Seed Labs Series LLC, SLRTE I LLC

Deal Prefix

While your prefix can be any name you choose for your deal, we generally do not recommend that your entity name include the name of the target investment. Because filings are public and indexable by search engines, someone can google "Scale AI" and find your entity name, which may leak sensitive information about the target investment.

We recommend your prefix be the name of your firm/organization, followed by a roman numeral representing the deal number.

For example, if your firm is called "ACME Ventures" and you are running a deal into "Scale AI", your prefix could be "ACME Ventures I" or "ACME Ventures II" depending on the deal number.

Series LLCs

Series LLCs are holding entities that house all of your investments. They take advantage of Delaware's Series LLC statute, which simplify filing requirements and filing costs for each deal entity. Note that each Series LLC is a separate legal entity, and as such, each deal entity has its own EIN.

From an ownership, risk, and liability perspective, each child entity under the Series LLC is legally separate from the Series LLC itself, owning its own assets, liabilities, and rights and obligations.

You can choose to either pay for your own custom Series LLC, or use the complementary Seed Labs Series LLC, SLRTE I LLC.

Using your own Series LLC

Best for firms that want to have full control over the branding and ownership of their deals, Seed Labs can create and manage a custom Series LLC for you.

Note that it may take 3-5 business days to create a new Series LLC. So, if you're in a rush to run a deal, you may want to consider using the complementary Seed Labs Series LLC.

Using our complementary Series LLC

Seed Labs offers a complementary Series LLC, SLRTE I LLC, that is free to use for all customers. It is a great option for firms that want to have a simple, cost-effective way to house their deals.