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What is a Series LLC?
For those entrepreneurs that have already formed a Series LLC, you already know how advantageous and cutting-edge this new type of business entity can be. For those of you who have never heard of a Series LLC before, though, this article is for you. In it, the author explains several key advantages of the Series LLC in various circumstances.
What Exactly is a Delaware Series LLC?
A Delaware Series LLC is a unique Delaware LLC (Limited Liability Company) which has unlimited potential for asset segregation. Under one LLC you can set up numerous "series" which each own separate assets. According to the Delaware statute, 6 Del. C. Section 18-215,
"The debts, liabilities, obligations and expenses 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 company generally or any other series thereof."
Key Advantage of the Series LLC:
Unlike a traditional LLC in other states, a Delaware Series LLC has the advantage of an unlimited number of liability baskets (or "series") under one umbrella company. The protection offered by this one entity, coupled with the limitless liability and asset segregation potential, makes the series LLC very advantageous and cost-effective for business owners.
Privacy:
Privacy is another benefit of the Series LLC. Only the names of the LLC and the registered agent are listed with the State of Delaware.
Taxes:
The Series LLC is taxed like a conventional LLC: either as a sole-proprietorship or as a partnership. There is only one tax payer ID number required for the entity.
Real Estate:
For holding multiple parcels of real estate, the Series LLC only needs to qualify once as a foreign company doing business in the state where the property is located. Real estate investors with multiple properties establish the Series LLC to isolate separate properties in separate cells.
Assets and Liabilities Fire-Wall:
The Series LLC empowers one or more members to build fire-walls between assets and liabilities within a single formation. One advantage of this is to prevent a creditor of one cell (also known as "series", "basket", "container" or "cell") within the LLC from collecting against other unrelated cells within the same LLC.
Foreign Entities:
In states like California, Texas and New York that demand large fees in order to maintain separate companies, the Series LLC may be registered as a single foreign entity, saving on annual filing fees.
Additional Series:
Series LLC members can add additional series within the same LLC by simply signing a short addendum to the operating agreement.
Businesses with Multiple Products:
Companies with numerous product or service lines can similarly incubate various products/services in their own separate cells. These properties and businesses may then be "spun-off" into separately filed LLC's at a later period in time. Alternatively, cells may be terminated at any point (with the consent of the members).
The Series LLC is not for everyone. More predictable asset segregation comes with the filing of multiple entities. At this time the Series LLC is best suited for those who have decided that the costs to file and maintain multiple entities is not cost-effective.
About the Author: Chris Einkauf is a consultant for Agents and Corporations, Inc. To learn more about incorporating or forming a series LLC, visit the Agents and Corporations, Inc. website.
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