LLCs, S-corps Umbrella (Residential/Commercial)

[Russell Gronsky]

Sorry if the below sounds like a rant but this is starting to drive me bananas.

I've been looking to set up some asset protection as I have 11 buy/hold residential rental properties that are scattered across 3 states, as well as a flipping operation in Maryland. I want to protect the flipping business from the rentals, protect the rentals from the flipping stuff, and protect all my assets from my tenants. 

I've talked to multiple CPAs and multiple asset protection attorneys and I can't get 2 people to agree on a single thing! Here is some of the advice I've gotten from the professionals:

1. Set up a parent LLC with children LLCs. Each child LLC will hold 1 (or more if I want to save on renewal costs) rental. The taxes will be pass-through so I would only need to file 1 tax return each year.

2. Set up a series LLC instead of a parent/child LLC since with the parent/child structure, you have to file K1s in addition to your annual taxes, so this will cost you more money each year to file my taxes.

3. Set up an S-corp parent with LLCs as children so you can claim a salary as a way to reduce my overall tax burden and I'll only need to file 1 tax return as the S-corp is pass through. Place 1 (or more, if I want) rentals and flips into children LLCs.

4. Don't set up an LLC or an S-Corp. Just make sure you have adequate insurance on each rental property and an umbrella insurance policy. Get builder's risk for the flips and don't worry about being sued on the flips because your GC's license and the subs and their licenses are what would be under fire in a lawsuit since they are doing the work and defects would be their liability.

5. Get a commercial insurance policy that covers each rental and provides an umbrella policy. Get builder's risk insurance for the flips and open an LLC or an S-corp for every property you flip.

At this point, I feel like taking a poll of the audience as about as good as talking to the professionals. 

Like I said, I want to protect my rentals from my tenants and the flipping business, I want to protect the flipping business from the rentals, and I'd like to file 1 tax return that doesn't cost me $3,000+ to have prepared each year. 

Is this possible or am I asking for too much here? Anyone who has rentals and is flipping, can you help out with some advice on how to set this up?

[Scott Smith]

Originally posted by @Russell Gronsky:

Sorry if the below sounds like a rant but this is starting to drive me bananas.

I've been looking to set up some asset protection as I have 11 buy/hold residential rental properties that are scattered across 3 states, as well as a flipping operation in Maryland. I want to protect the flipping business from the rentals, protect the rentals from the flipping stuff, and protect all my assets from my tenants. 

I've talked to multiple CPAs and multiple asset protection attorneys and I can't get 2 people to agree on a single thing! Here is some of the advice I've gotten from the professionals:

1. Set up a parent LLC with children LLCs. Each child LLC will hold 1 (or more if I want to save on renewal costs) rental. The taxes will be pass-through so I would only need to file 1 tax return each year.

2. Set up a series LLC instead of a parent/child LLC since with the parent/child structure, you have to file K1s in addition to your annual taxes, so this will cost you more money each year to file my taxes.

3. Set up an S-corp parent with LLCs as children so you can claim a salary as a way to reduce my overall tax burden and I'll only need to file 1 tax return as the S-corp is pass through. Place 1 (or more, if I want) rentals and flips into children LLCs.

4. Don't set up an LLC or an S-Corp. Just make sure you have adequate insurance on each rental property and an umbrella insurance policy. Get builder's risk for the flips and don't worry about being sued on the flips because your GC's license and the subs and their licenses are what would be under fire in a lawsuit since they are doing the work and defects would be their liability.

5. Get a commercial insurance policy that covers each rental and provides an umbrella policy. Get builder's risk insurance for the flips and open an LLC or an S-corp for every property you flip.

At this point, I feel like taking a poll of the audience as about as good as talking to the professionals. 

Like I said, I want to protect my rentals from my tenants and the flipping business, I want to protect the flipping business from the rentals, and I'd like to file 1 tax return that doesn't cost me $3,000+ to have prepared each year. 

Is this possible or am I asking for too much here? Anyone who has rentals and is flipping, can you help out with some advice on how to set this up?

I will throw in a strategy that I myself implement and have seen many other investors in your situation use. I want to emphasize that you will want to talk anything over with a CPA, I am not giving accounting advice in this post. With that said, having created hundreds of these structures, each piece is built to accommodate the needs of the investor ranging from liability protection to financing and tax streamlining.

For working with a portfolio containing several investments I lean toward the Series LLC. You are assigned a single EIN for your "parent" Series LLC - though if you need you can request additional EINs for the "child" series. You only need to file a single K-1 filing per EIN. In this situation you would need to ensure each "child" series is qualified as an S Corp, which is a discussion for your CPA. This allows you to have each individual property in it's own "child" series of the "parent" Series LLC.

Investors should try and separate their asset classes as much as possible, so if you are doing fix and flips along with buy and holds the ideal would be to separate them into different entities - from the liability point of view. The second reason for this is that fix and flips are taxed different than buy and holds, so they need to be under different EINs. But ultimately you could operate all 11 properties as individual series under a single Series LLC, under a single EIN and requiring one K-1 (once again, this is the idea - may depend on your investments,) and even able to be operating through a single bank account with some stellar bookkeeping.

Your post focused on the "solutions" more than your specific situation, so this information is very generalized. If I had more of your information I could be a bit more specific with the setup concept. The Series LLC is an entity that I have seen work effectively and efficiently for investors with many more properties than you are working with, but with how many options exist I can see where the differing opinions pop up.