 |
| Companies law |
|---|
| Company · Business |
| Sole proprietorship |
| Partnership (General · Limited · LLP) |
| Corporation |
| Cooperative |
| United States: |
| S corporation · C corporation LLC · LLLP · Series LLC Delaware corporation Nevada corporation Business trust |
| UK/Ireland/Commonwealth: |
| Limited company (By shares · By guarantee) (Public · Proprietary) Community interest company |
| European Union/EEA: |
| SE · SCE |
| Other countries: |
| AB · AG · ANS · A/S · AS · GmbH |
| K.K. · N.V. · OY · S.A. · Full list |
| Doctrines |
| Corporate governance |
| Limited liability · Ultra vires |
| Business judgment rule |
| Internal affairs doctrine |
| De facto corporation and corporation by estoppel |
| Piercing the corporate veil |
| Rochdale Principles |
| Related areas of law |
| Contract · Civil procedure |
A Series LLC is a special form of a Limited liability company that provides liability protection across multiple "series" each of which is theoretically protected from liabilities arising from the other series. Companies law (or the law of business associations) is the field of Law concerning business and other organizations Generally a company is a form of Business organization. The precise definition varies A business (also called firm or an enterprise) is a legally recognized organizational entity designed to provide goods and/or services to A sole proprietorship, or simply proprietorship ( Benjamen Clark For partnership in cricket terminology see List of cricket terms A partnership is a type of Business entity in which partners In the commercial and legal parlance of most countries a general partnership or simply a Partnership, refers to an association of persons or an unincorporated A limited partnership is a form of Partnership similar to a General partnership, except that in addition to one or more general partners (GPs there are A limited liability partnership (abbreviated as LLP) has elements of Partnerships and Corporations. A corporation is a separate legal entity usually used to conduct business An S corporation or S-corp, for United States federal income tax purposes is a Corporation that makes a valid election to be taxed under Subchapter S of A C corporation (or C corp) is a Corporation in the United States that for Federal income tax purposes, is Taxed under and Subchapter C ( et A limited liability company (abbreviated LLC or LLC) in the law of the vast majority of the United States is a legal form of business Company The limited liability limited partnership (LLLP is a relatively new modification of the limited partnership a form of Business entity recognized under U A Nevada Corporation is a Corporation chartered under the Laws of the U A Massachusetts business trust or MBT is a legal trust set up for the purposes of business but not necessarily in the state of Massachusetts. A limited company in the United Kingdom is a Corporation whose liability is limited by law A private company limited by shares is a type of company incorporated under the laws of England and Wales, Scotland, that of certain Commonwealth countries In British or Irish Company law, a company limited by guarantee is an alternative type of Corporation used primarily for Non-profit A Public Limited Company ( PLC, plc or plc or p l c is a type of Limited company in the United Kingdom or the Republic of Ireland which is A proprietary company is a form of Corporation in Australia that is limited by Shares. A community interest company (CIC is a new type of company introduced by the United Kingdom government in 2005 under The Community Interest Act 2004, designed The European Economic Area ( EEA) came into being on 1 January 1994 following an agreement between member states of European Free Trade Association (EFTAthe The Council Regulation on the Statute for a European Company of the European Union was adopted October 8 2001. TemplateExpert and TemplateExpert-subject, has been modified to include two WikiProjects and Portals (Expert-subject is limited to Aktiebolag (literally " share Company " or " Stock Company " is the Swedish term for " Limited Aktiengesellschaft ('aktsiəngəzεlʃaft abbreviated AG) is a German term that refers to a Corporation that is limited by shares i An ansvarlig selskap is a Norwegian personal responsibility Company model mainly used in small-to-medium businesses which translates directly into "Responsible An Aktieselskab (abbreviated A/S) is the Danish name for a Stock -based Corporation. Aksjeselskap is the Norwegian term for a Stock -based Company. Gesellschaft mit beschränkter Haftung ( GmbH) is a type of legal entity very common in Germany (where it was created in 1892 Austria nl '''''Naamloze Vennootschap''''' (usually abbreviated NV) is the Dutch term for a Public Limited liability Corporation. Osakeyhtiö, literally a " stock company " is the Finnish equivalent of a Limited company ( Ltd or LLC) or Gesellschaft For the art organization see Société Anonyme (art SA generally designates Corporations in various countries mostly those employing There are many types of business entity defined in the legal systems of various countries Corporate governance is the set of Processes customs Policies, laws and institutions affecting the way a Corporation is directed administered or controlled Limited liability is a concept whereby a person's financial Liability is limited to a fixed sum most commonly the value of a person's investment in a company or partnership Ultra vires is a Latin phrase that literally means "beyond the powers" The business judgment rule is an American Case law -derived concept in Corporations law whereby the "directors of a corporation. The internal affairs doctrine is a Choice of law rule in Corporations law. De facto corporation and corporation by estoppel are both terms that are used by Courts to describe circumstances in which a business organization that has The corporate law concept of piercing (lifting the corporate veil describes a legal decision where a shareholder or director of a Corporation is held liable for the The Rochdale Principles are a set of ideals for the operation of Cooperatives. A contract is an exchange of promises between two or more parties to do or refrain from doing an act which is enforceable in a court of law Civil procedure is the body of law that sets out the process that Courts will follow when hearing cases of a civil nature (a " Civil action " as opposed to A limited liability company (abbreviated LLC or LLC) in the law of the vast majority of the United States is a legal form of business Company
Many form an LLC in order to protect personal assets from a legal claim relating to their real estate investment or business liabilities. [1] Additional liability protection may be gained by properly forming and maintaining a separate LLC to hold each property or business entity. By forming a separate LLC to own and hold each legally titled separate property or business entity, theoretically only the assets owned by a specific LLC would be subject to claims or lawsuits arising against that LLC. However there are costs and administrative burdens associated with properly forming, qualifying and maintaining each separate LLC. Another option may be to form a Series LLC[2], a. k. a. the "cell" LLC, if permitted under applicable laws. Although each cell of a Series LLC can own distinct assets, incur separate liabilities, and have different managers and members, a Series LLC pays one filing fee and files one income tax return each year, if each series member is also a founding member of the LLC. When non-founding members are added to a newly created cell within the Series LLC, that new cell should file a separate partnership tax return for that cell. Furthermore, liability incurred by one unit does not cross over and jeopardize assets titled in other subsidiary units of the same Series LLC. [3] Also, if a business owns real estate used in its operations, a Series LLC may avoid sales tax due on rent paid by the operating series to the real estate series. [4] A Series LLC has been described as a master LLC that has separate divisions, which is similar to an S corporation with Q-subs. An S corporation or S-corp, for United States federal income tax purposes is a Corporation that makes a valid election to be taxed under Subchapter S of
The procedure for adding and deleting series is uncomplicated. Additional series can be added by simply amending the Series' “limited liability company agreement” (equivalent to an operating agreement for other LLCs). Under Delaware law, any particular series may be dissolved by 2/3 approval of the ownership interests, or a simple majority if provided for in the operating agreement.
This method of liability segregation was first called the "Delaware Series LLC" because it was first approved in Delaware[5]. As of April 2005, Iowa [6] and Oklahoma already had passed similar acts. Illinois followed suit in August of 2005 [7]. Tennessee (Tenn. Code Ann. §48-249-309) and Utah [8] passed legislation effective in 2006. Wisconsin passed a stripped down version of the series LLC legislation. (Wis. Stat. Ann. §183. 0504)[9]
The series LLC is not more widely used as a liability segregation technique because its tax treatment has not been fully resolved and because its effectiveness has not been tested judicially. Currently, the federal tax standards for a Series LLC with multiple members remains unclear. Some speculate that single entity federal tax treatment will require highly correlated assets, members and managers (particularly the last two). There is further speculation that California will only tax income from those series conducting business in California. California ( is a US state on the West Coast of the United States, along the Pacific Ocean. Other states may follow. However, as of April 2006, The California Franchise Tax Board has determined that each Series of a Delaware Series LLC must report and pay taxes as a separate entity in California. The California Franchise Tax Board (FTB collects state personal income tax and corporate income tax of California. [10] Also, since the asset protection and planning advantages of the Series LLC have not been thoroughly challenged in asset protection cases, they remain theoretical, and unproven. To minimize the chances of one series being held liable for another’s liabilities, the owners of a Delaware Series LLC should do the following[11]:
- Keep the assets and operations of each series separate from the other series. Each asset should be owned solely by one series. In other words, two or more series should not be co-owners of the same property.
- Make sure each series is adequately capitalized.
- Have each series file a fictitious business name statement in each county where it owns property. Each series should have its own name and the filing should emphasize the ownership of that series, for example, “Abracadabra LLC, Blackacre Series only”. This is to put creditors on notice.
- All contracts, deeds, notes, etc. should be signed in the name of the series. Again, use something like “Abracadabra LLC, Blackacre Series only”.
- A separate bank account should be maintained for each series.
- Any loans between series should be properly documented.
- Any transactions between series should be conducted in an arms’-length manner at fair market prices using appraisals.
U. S. States where a Series LLC can be formed
Delaware ( is a state located on the Atlantic Coast in the Mid-Atlantic region of the United States. Oklahoma ( is a state located in the South Central region of the United States of America. The State of Iowa ( is a state in the Midwestern region of the United States of America. The State of Illinois ( roughly ill-i-NOY is a state of the United States of America, the 21st to be admitted to the Union. Nevada ( is a state located in the western region of the United States of America. Tennessee ( is a state located in the Southern United States. The State of Utah (ˈjuːtɔː or) is a western state of the United States.Dapyx Software network: MP3 Explorer | Ebook Manager | Zenithic