LLC Strategy - The Overlooked Management Co?

[Carl Stenberg]

Often when I work with real estate investors to create asset protection strategies, most tend to prefer a simple asset protection structure (something low-cost that does the job essentially). Usually, this would include something like a holding company ("Hold Co"), typically a traditional LLC, which in turn then owns an investment entity, often a traditional or Series LLC, which will be the entity that owns the assets/property invested into (the "Investment Co"). However, I usually recommend adding a third entity to the structure, a so-called management entity ("Management Co"), an entity I think is often overlooked amongst investors.

The purpose of the Management Co is to deal with any third parties such as vendors, contractors, attorneys, banks, etc., and to create privity between the entity that holds the actual assets of Investment Co and Management Co. 

Perhaps this will provide some food for thought when discussing your next asset protection strategy with your real estate attorney. Below is a chart of what this simple structure could look like. 

Please note that this post is for informational purposes only and is not intended to serve as legal or tax advice. Prudent investors should consult an attorney before creating or forming legal entities. 

[Guillermo Kennedy]

Wow!  This is great information!

[Adam Burrows]

@Carl Stenberg

I just posted a question asking this, and then I came across your post from 10d ago!

What are the consequences of simplifying the entity formation further by creating the Management Co as a child series of the Investment Entity?

[Carl Stenberg]

@Adam Burrows the idea here is to create privity between the investment assets and third parties. As such, third parties (lenders, brokers, tenants etc.) should sign contracts with the Management Company and not the Investment Entity to add an extra layer of protection for the Investment Entity against any lawsuits arising from those contracts. For these reasons (and a few more) we typically don't recommend creating a Management Company as a child series of the Investment Entity. Happy to discuss further - feel free to reach out.