All Forum Posts by: Cathy Karowski

@Lisa T.

Hi Lisa. Here are two good  references that may help:

 https://wyomingllcattorney.com...

https://www.incnow.com/delawar...

@NA NA Thank you for your reply which I am just now seeing. I too have utilized info from the Fair Law Group in my research. I will certainly look into signing up for the Texas Secretary of State SOSDirect service. I too have decided to create a separate traditional Texas LLC to manage the assets held by the cells in the series LLC. Your input is greatly appreciated.

@Pete Harper Thank you as well. We formed a husband and wife Qualified Joint Venture Series LLC and we are the only Members. We function under one EIN and one bank account for the parent LLC. I keep separate and distinct records for each designated series using QuickBooks Online. I would say you got quite a bargain from your attorney.

@Jeffery S. Breglio I have formed a Series LLC for my rental properties. What are your thoughts on utilizing Protected Series 1 as the management protected series, responsible for managing the operations of the business? Protected Series 2 and on will hold separate pieces of property or operate different segments of the business. Many have suggested a two-company structure to separate assets from activities by forming a shell management company for dealings with tenants, vendors, and the public. It seems to me that utilizing one of the series for management activities accomplishes the same goal.

I am in the process of setting up my own series LLC and have encountered several challenges. Yes, I would say the process is much harder for a series LLC than a traditional LLC. Things to consider include state specific requirements and lots of uncertainties. The key to creating a protected series LLC is drafting a legally correct Certificate of Formation and Operating Agreement. I have completed weeks and weeks of research and found a great deal of conflicting information. It seems I still may need to seek guidance from an attorney in order to finalize everything. Keep in mind, the process doesn't stop with the formation of the master LLC. Setting up each new series can come with additional challenges, like  transfer of assets, separate record keeping, how to handle shared expenses, etc. You should seek advise from your accountant as well. I think the series LLC concept is great. You just have to be sure to cover all bases.

Sorry, I tried to fix my last sentence (above) and it still posted incorrectly.
I'm sure you get what I meant, LOL!

*specific state requirementshave found a great deal of conflicting information. I just keep

researching.

My understanding is that a series LLC (Master LLC) does not have other LLCs under it, rather it has independent series. The articles of formation for the Master LLC specifically allows for unlimited segregation of membership interests, assets, and operations into independent series. Each series operates like a separate entity. Each series may enter into contracts, sue or be sued, and hold title to real and personal property. Separate books and records must be maintained for each series and each series may have different members and managers. Assets owned by one series are shielded from the risk of liability of other series within the same series LLC. There are many aspects to consider, especially specific state and I too have found a great deal of conflicting information. I just keep researching.

I have formed a Series LLC for my rental properties. What are your thoughts on utilizing Protected Series 1 as the management protected series, responsible for managing the operations of the business? Protected Series 2 and on will hold separate pieces of property or operate different segments of the business. Many have suggested a two-company structure to separate assets from activities by forming a shell management company for dealings with tenants, vendors, and the public. It seems to me that utilizing one of the series for management activities accomplishes the same goal.