Why Series LLCs Appeal to Investors

Business Law Tips & Advice, LLC Investor Resources

Attorney Nate Gilbert

A Series LLC for those businesses or individuals buying, holding, and selling various assets makes sense because of the ability to put each property in, basically, its own Limited Liability Company, instead of having all of the properties in one company.

San Antonio TX Series LLC Attorney

Series LLCs are a unique feature that many states allow companies to use.  By forming a Series LLC, you are in essence creating the opportunity for the creation of several LLCs underneath that one, “parent” LLC.

Side-by-Side Comparison of Series LLCs vs. Traditional LLCs

Feature

Series LLC

Traditional LLC

Structure

One “parent” LLC with multiple “series” or subsidiaries

Single entity structure

Liability Protection

Each series has its own liability shield

Single liability shield for entire LLC

Asset Segregation

Assets can be segregated within different series

All assets are held within one entity

Formation

One formation filing for parent LLC, with internal documentation for each series

Separate formation filing for each LLC

Administrative Requirements

Maintain separate records and accounts for each series

Single set of records and accounts

Annual Fees

Typically one fee for parent LLC (varies by state)

Separate fees for each LLC

Tax Filing

Can file as one entity or elect to file separately for each series

Single tax filing

Expansion Flexibility

Easy to add new series without additional state filings

New LLC formation required for each expansion

Cross-state Recognition

May not be recognized in all states

Generally recognized in all states

Complexity

More complex structure and record-keeping

Simpler structure and management

Learn More about Trec Forms For the Purchase & Sale of assets in Texas

Investors in Texas, particularly those managing various investment properties, find the Series LLC structure beneficial. For example, an investor might own an agricultural property, lease it for hunting and livestock, own a multi-family housing unit, and a commercial strip mall. Traditionally, creating distinct LLCs for each property is advisable, but the Series LLC allows for separating assets and liabilities without the need for maintaining multiple entities.

Click Here to Learn More About Series LLC Formation in Texas

Using a Series LLC, this investor could create one Series LLC, “the parent”, and separate individual Series that hold each property, “the subsidiaries.” Each Series then functions as if they are entirely separate companies, but the management is much more streamlined from the investor/owner’s perspective.  The assets and liabilities of each property are sequestered safely inside the Series, instead of being subject to each other and vice versa.

There are certain requirements for forming Series LLC in Texas that you must absolutely be aware of prior to forming your Series LLC.  Attorney Nathaniel Gilbert aids businesses and investors in San Antonio, Texas, in forming and managing their Series LLCs, guiding them through the entire process from start to finish..  If you would like to read more about LLCs and Series LLCs in Texas, Click Here.  If you would like to get in touch with Nate directly, Click Here.

If you’re considering forming an S Corporation in Texas, check out this detailed guide that walks you through each step of the process. From choosing a business name to filing the necessary documents, this article covers everything you need to know. Read more here.

Common Questions About Series LLCs

A Series LLC is a special type of LLC that allows for the creation of separate “series” or quasi-subsidiaries under one parent LLC. Each series can hold distinct assets, have separate members, and maintain its own liability shield.

Each series within a Series LLC has its own liability shield. This means that the debts or liabilities of one series generally cannot affect the assets of another series or the parent LLC, provided proper records and separations are maintained.

No, Series LLCs are not recognized in all states. It’s crucial to check the laws of the state where you plan to operate, as well as any states where you might do business.

By default, a Series LLC is taxed as a single entity. However, each series can elect to be taxed separately. It’s advisable to consult with a tax professional to determine the best approach for your specific situation.

Key advantages include enhanced asset protection, potential cost savings compared to forming multiple LLCs, simplified management of multiple investments, and flexibility for future growth.

Potential drawbacks include increased complexity in record-keeping, varying recognition across states, and the potential for piercing the corporate veil if proper separations are not maintained.

In Texas, you form a Series LLC by filing a Certificate of Formation with the Secretary of State, specifying that the LLC may have one or more series. You’ll also need to create an operating agreement that outlines the structure and management of the series and contains the requisite Series language.

Yes, it’s crucial to maintain separate bank accounts and financial records for each series to preserve the liability protection between series.

In many states, including Texas, you can convert an existing LLC to a Series LLC. This typically involves filing an amendment to your Certificate of Formation and updating your operating agreement.

While it’s not legally required, it’s highly recommended to consult with a lawyer experienced in Series LLCs. The structure is complex, and proper setup is crucial for maintaining the liability protections.

 

Nathaniel Gilbert

Nathaniel Gilbert is the sole attorney at The Law Office of Nathaniel Gilbert, PLLC. Practicing in the areas of Business Law, Nate assist clients with LLC formation and drafting contracts in the states of Texas, Colorado, and Kansas. He can be reached at 726-999-0087.

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