The series LLC is a relatively new concept in business ownership, but the concept of multiple LLCs has been around for some time.
An LLC (limited liability company) is a form of business ownership recognized by all U.S. states. An LLC is not a corporation, but it does provide the same liability protection as a corporation, since it is separate from its owners (called "members"). An LLC with several members may be taxed as a partnership, with the profits passing through to the partners/members according to their share of the business. LLC's are popular because they are simpler to form than a corporation while providing comparable liability protection.
The series LLC (SLLC) includes a master or umbrella LLC and other LLCs which are separated from each other for liability purposes. Each LLC has assets separate from the others, while the master LLC controls all the LLCs in the series. Each unit has its own owners (members), and is liable only for its own debts and obligations. A series LLC has been compared to a corporation with several subsidiaries.
First recognized in Delaware, several other states (Iowa, Oklahoma, Illinois, Nevada, Tennessee, Utah, Wisconsin, and the Commonwealth of Puerto Rico) have some form of Series LLC as a recognized business form.
Some types of businesses that might benefit from an LLC are
- A property management company that owns several properties. Each property could be a cell under a parent LLC.
- An arts and crafts business, as suggested by Marie Loughran, Guide to Arts and Crafts. A woodworking business, for example, could have several LLC's in the series, depending on the type of customers served.
- A business with several different product lines or services can isolate liabilities of each from the others.
Benefits of Series LLC's
- Reduced startup cost. Only one filing fee is required, and an attorney can set up the parent and cells at less cost than setting up multiple LLCs.
- Protection of Assets. Assets of each cell are protected from judgments against assets in other cells.
- Less Administration. You can set up as many LLC's as you want, but each would be separate and would have to be administered separately. A series LLC allows you to save on administrative time and expenses.
- Less Complex than Corporation/Subsidiary Structure. A series LLC doesn't have the same complexities of taxes, structure, and formalities (corporate records, for example) as a corporation with subsidiaries.
- Less Sales Tax. Depending on the regulations in your state, the rent paid by one cell to another cell in the series might not be subject to sales tax. Check with your state on this issue.
- Only one state registration. Only the parent LLC must be registered with the state, which means fewer legal costs and registration fees. It also means only one annual or biennial fee is needed for the series.
- Only one tax return. Only the parent LLC is required to file a tax return, which includes all the cell LLCs. Of course, this is going to be a complicated tax return, so you will need a tax preparer who is experienced with this type of return.
Drawbacks of Series LLC's
- No separate registered agent. It's likely that your state will require you to have a separate registered agent for each LLC in the series, which means additional expense for all of these registered agents.
- Separate bank accounts, accounting. Each cell LLC must have its own bank account and, since each is producing separate financial statements, each must have separate accounting. If there are several LLCs in the series, this can be a big administrative issue.
- Cost of formation. The cost of forming a series LLC may be higher than the cost of forming a regular LLC. The state of Illinois, for example, charges $600 to form a regular LLC and $850 for a series LLC. But there is no additional cost for adding more LLCs in the series.
- Bankruptcy questions. Because the series LLC concept is so new, there are many legal questions still to be answered; one is how the individual LLCs might be handled in a bankruptcy, or if a bankruptcy court will recognize the separateness of different LLCs within the series.
To Form a Series LLC At present, only a few states allow formation of a series LLC (see the list above). Go to your state's Secretary of State or Secretary of Commonwealth website see if your state allows series LLC formation or to find out how to form a series LLC in your state.
DisclaimerThe purpose of this article is to provide general information about a new and changing type of business entity. This author is not promoting the Series LLC and no tax or legal advice is being given in this article. If you are considering a Series LLC and your state has this entity available, talk to your tax and legal advisors before you take any action.