Asset Protection Services of America

Series LLC

A ‘Series’ Limited Liability Company is a currently available in a little over a dozen states (including Nevada, but not Wyoming). Series LLC’s provide liability protection through a ‘series’ of subsidiary LLC’s each of which segregates the assets and liabilities of one subsidiary from the other.

Advantages of a ‘Series’ LLC include saving business owners (such as real estate investors) thousands of dollars in annual filing fees by requiring the formation of only one company instead of 5, 10, 15 or more separate entities. So long as the ownership of the Series LLC is the same throughout the master and all the subsidiaries, a Series LLC can save thousands of dollars on the preparing and filing of numerous tax returns, as only one tax return (either an 1120 or a 1065) is required to be filed on the master LLC. A ‘Series’ LLC should only be formed as a ‘multi-member’ entity with either a husband and wife acting as separate members and (preferably) a Nevada “C” Corporation acting as the managing-member.

The “responsibility which remains unchanged” is that a Series LLC (which consists of a master LLC and a ‘series’ of subsidiary LLC’s) requires maintaining separate books and records, operating agreements, meetings and receipts for any financial responsibilities and/or debt obligations. It is important to recall "substance over form" is applicable in this on-going responsibility. If it looks like a duck, walks like a duck and quacks like a duck, it’s not a goat. Each subsidiary, if its separate legal personality is to be respected, must behave as a separate company. Meaning, there is a substantial savings in the number of entities which need to be formed and the amount of tax returns which need to be filed, but you are not precluded from maintaining the material elements for each subsidiary company.

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