Texas Series LLC Formation
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Previous results are no guarantee of future results. This estimate is from time of receipt of all information by Attorney to delivery of all necessary documents to client–Secretary of State may take longer to finalize filings.
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What is a Texas Series LLC?
At a very basic level, it is simple to think of a Texas Series LLC in terms of a “parent company” and “subsidiary companies”. Technically, and legally speaking, of course, these are not companies with true parent-subsidiary relationships, but this will help illustrate the idea behind forming a Series LLC in Texas.
CREATING THE TEXAS SERIES LLC
First, you have created your basic LLC (the parent), with provisions allowing for the creation of multiple “Series” (the subsidiaries). It might look something like “Best in Texas Investment Properties, LLC”, or whatever name you want to come up with for the entity. This formation is relatively straightforward, but there are a few key terms that MUST be in your Certificate of Formation and Series LLC Operating Agreement for the idea to work.
CREATING A SERIES OF THE SERIES LLC
Next, we create a Series of the LLC. This will look something like, “Series A, LLC, a Series of Texas Best Investments, LLC, a Texas Series LLC”. That’s a long complicated name! Yes, the Series name is not necessarily something you will want to put on a billboard or T-shirt for advertising–this is an investment holding vehicle. There are particular legal reasons that we name a Series the way that we do, including for the possibility of obtaining individual EIN’s for each Series, and bypassing Assumed Name registration requirements.
USING THE SERIES
Once you have created all of the Series for your LLC that you need, you can start moving properties into the Series’. For instance, your ranch goes into Series A, your rental home in Series B, and your townhome in Series C. When granting these properties to the Series, remember, you are transferring them directly to the Series of Texas Series LLC, so the Deed MUST state the name of the particular Series in the entirety: Series A, LLC, a Series of Texas Best Investments, LLC, a Texas Series LLC.
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When I decided that I wanted a Series LLC for buying properties, I looked for a turn-key, low-cost place to get that done.
Series LLCs are somewhat special here in TX and I had a few questions on how to ensure my success with them that wouldn’t have been answered by a robo-service.
Nate walked me through the operating agreement, provided guidance on corporate governance, and set me up with my first 2 series (along with pointing me in the right direction to do this myself in the future) for a price slightly higher than what I saw at the robo-services.
He answered all of my countless follow-up questions promptly, professionally, and expertly.
If you need to create a business here in TX — definitely recommend spending a little extra and getting the personal attention of Nate to help you do it. Very glad that I did.
– Semifinished Holdings
Series LLC Formation Comparison
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Series LLC Formation FAQs
A special form of Limited Liability Company in Texas, a “Series” LLC can have many benefits for individuals, families, and partnerships that are looking to accomplish certain goals, such as asset investments and holding, with their business. At the Law Office of Nathaniel Gilbert, PLLC, the priority is the formation of the Series LLC in Texas, and the subsequent Series’ in a quick and efficient manner that matches the Client’s goals. For more on Series LLCs, click here.
A Series LLC is an amazing tool that individuals looking for a specific kind of LLC structure can use in Texas. A Series LLC is, in actuality, multiple LLCs under one roof. Why do some individuals, families, and businesses choose this type of entity? For 99% of cases: asset investments.
A Series LLC functions as several different LLCs, with each of these entities holding separate properties, having different functions, and containing different membership profiles. This is an advantage for property owners with multiple properties—Each property can be maintained separate and apart from the other properties, thus separating the liabilities and assets as well.
The short answer is, why not? Forming a proper Series LLC requires statutory specific language in the Operating Agreement as well as the Certificate of Formation, but the filing fees and annual maintenance costs are the same in Texas. If you are forming an LLC to use to hold just one property, it may be in your interest to just do the Series LLC now, even if you may not add another property for quite some time.
LLC Formation Attorney Nathaniel Gilbert in San Antonio works with clients using a flat fee structure for forming a Series LLC- $1,500, including one Series, and $500 for each additional Series. This includes drafting your Operating Agreement and discussing how the Operating Agreement works and your obligations under the Operating Agreement, Draft Meeting Minutes and Corporate Resolutions to use in the management of your Series LLC, EIN acquisition, and filing your Certificate of Formation with the State (filing fee not included) and a detailed memorandum about liability prevention and LLC management. State Filing Fees for Series LLCs are the same as regular LLCs or PLLCs.
Series LLCs are a unique entity that allows for the creation of several other entities under one umbrella. Essentially, you are creating a chain of LLCs that all link back to one particular entity, with each individual LLC link in the chain, or “series”, existing as its own individual entity with assets, liabilities, and members.
Series LLCs are most commonly used for assets investment where investors hold property in each series. For example, an investor creates a series LLC with his attorney in order to acquire three properties: a ranch, an apartment building, and a commercial strip mall. Each of these assets carries with it unique liabilities that a prudent investor may not wish to leak into other assets. Under a series LLC, the investor can shield the liabilities of the strip mall from the ranch and apartment assets by holding those properties in their very own individual series.
Formation of a Texas Series LLC is relatively straightforward with the assistance of an attorney. The Certificate of Formation as well as the Operating Agreement MUST have the statutorily required language for Texas Series LLCs that authorizes the creation of “Series.” For the Series themselves, you’ll need the ability to amend your Operating Agreement and create the separate addendums for the Series.
Series LLC FOrmation Pricing
Texas Series LLC Formation
$1,500
Filing of the Articles of Organization with the Secretary of State of Texas- Including the required language for Series LLCs in Texas
Application for EIN (Federal Employer Identification Number)
Draft and Finalize Your Operating Agreement, including the statutorily required language for Series LLCs—This language is mandatory for all Texas Series LLCs.
Includes Formation of ONE Series, and filing of Assumed Name for Series with the State of Texas
Draft Organizational Resolution for your use throughout the life of the business
A memorandum on LLC liability protection, successful LLC management, and other important information for managing your business.
Does Not Include State Filing Fees