Realty411 Magazine A Spotlight on Charles and Lena Sells | Page 66
While many states have not yet
enacted any Series LLC legislation
in their state laws, or do not yet
recognize the use of a Series LLC
within their state, it is possible to
avoid ‘foreign filing’ (ie.
registering your entity in another
state) by combining a Series LLC
with other structures like Land
Trusts, or ontheground ‘data
processing centers’, or thirdparty
management companies contracted
to perform certain statespecific
activities. Meaning, "Nevada
stays in Nevada" and your 'Series'
LLC should not be foreignfiled in
another jurisdiction.
The tax treatment of a Series
LLC is also becoming clearer as
their use continues to spread. A
Series LLC can be formed with a
singlemember (not
recommended) or with multiple
members and, if not acting as a
disregarded entity for tax
purposes, may choose to file either
a 1065 (partnership), 1120 ("C"
Corp) or 1120S ("S" Corp) tax
election. In 2008, the IRS issued
Private Letter Ruling 200803004
which ruled that the Federal tax
classification for a Series LLC
(whether a disregarded entity,
partnership or taxable association)
shall be determined for each
subsidiary independently. And,
proposed Treasury Regulation
§301.77011(a)(1) states
subsidiaries shall likely be treated
(for tax purposes) as a separate
entity regardless of whether the
subsidiary is considered an entity
under local law.
In structuring Nevada "Series"
LLC's for our clients, we have
found it beneficial to have the
'Master' LLC filing as a
partnership (for tax purposes)
utilizing a flowthrough 1065 tax
return and a Nevada "C"
Corporation to act as the manager
of the said 'Series' LLC, with or
without any ownership interest.
However you choose to structure
your 'Series' LLC, it is important to
note multiple options exist to take
advantage of many retirement and
taxrelated benefits.
A 'Series' LLC is a specialized
type of Limited Liability
Company, which requires attention
to detail. If you are not organized,
then you should be sure to seek the
assistance of bookkeeper and tax
advisor capable of keeping your
books and records in order. There
are two primary benefits to a
Series LLC and one responsibility
which remains unchanged:
The first of two benefits is the
ability to form and renew only one
company, as opposed to multiple
entities. This saves a tremendous
amount of money in both
formation costs and annual
renewal filing fees.
The second benefit is that a
Series LLC only requires one tax
return to be filed by the master
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LLC. It is far less expensive to file
one tax return, inclusive of
financial statements for each
subsidiary, than it is to file a
multitude of (standalone) tax
returns for the each and every
subsidiary LLC.
The ‘responsibility which
remains unchanged’ is that you
must keep separate books and
records for each subsidiary,
including operating agreements,
minutes, meetings and resolutions.
While some do not wish to hear
this news, try and think of it this
way, "If you had 20 separate
Limited Liability Companies,
would you not have to maintain
separate books and records for
each company?" The answer is
'yes' you would.
If it looks like a duck, walks
like a duck and quacks like a
duck, it’s not a goat. If the
Subsidiary companies of your
Series LLC are to be respected as
such, then your business
formalities must be in order. Take
these action steps into
consideration when investigating
the use of a Series LLC: