Welcome to the Kazi Law Firm! We are a boutique law firm steeped in Texas tradition personifying the warmth and congeniality consistent with southern hospitality. We believe in preserving integrity and professionalism with true Texan charm, staying true to our roots, while providing essential, affordable legal services to all. Located just north of Dallas, Texas in the rapidly growing suburb of Frisco; the Kazi Law Firm concentrates on contracts drafting and review, immigration law, will & estates, real estate law, landlord, tenant, mediation, and general business law needs.
One of the most commonly formed legal entities in the state is the traditional LLC (limited liability company), which you may be familiar with. But, have you heard of a Series LLC? Today, we are going to discuss this unique and relatively new business structure in the state of Texas.
Overview: A Texas Series LLC is a traditional LLC that has adopted special language within the governing documents to authorize the use of “series” or cells. A Series LLC can have multiple series within a one LLC framework. As such, it is often used as an alternative to a multiple LLC structure.
A Series LLC is simply a limited liability company that owns multiple divisions or sectors. The different entities within the company are all housed under a master LLC, which serves as an umbrella entity. Seventeen different states have legislation regarding series LLC, with Delaware being the first state to offer such legislation in 1996. Since then, 16 more states have added business legislation that recognizes series LLC companies. Texas passed legislation in 2009.
Series LLC laws essentially removed requirements that each company had to be listed and filed separately. It made it possible to create new businesses, with private management, without having to file to incorporate a new business.
The company agreement for a Series LLC is slightly different than with a traditional LLC and must include language that agrees the debts and creditors of one company will not be the responsibility of the other. The operating agreement also must ensure separation of liability between the series and the LLC as they are each separate entities.
It is important to note that the books and records for each series must be kept separately and the best practice is to have separate bank accounts for each series. It is also important to remember that the financial health of one series does not automatically mean financial health for the others, so it is important to manage each series as an individual entity.
What are the Pros of a Series LLC?
Companies are offered more flexibility in their management and liability shields. By allowing for series companies to be developed under one umbrella, companies are also afforded more flexibility in who holds the assets. Assets may be held under the series, under the LLC, or through a nominee.
Series LLC status can also save business owners money. In the past, each new company would need to be formed as an independent LLC and would be responsible for the setup fees, franchise fees, and filing fees of each independently formed LLC. With a series LLC, there is one setup fee, one franchise fee, and fewer filing fees. In some states, it can save several thousand dollars per year.
For the simple reason that each series is viewed as legally separate, the master LLC and each series can not be held liable for the debts and obligations of another. For example, the debt of Series Company X cannot be transferred to Series Company Y or the umbrella they are operating under.
What are the Cons of a Series LLC?
As mentioned before, series LLCs are a relatively new business entity and therefore, not all states recognize series LLCs. There can be difficulty in contracting with other states. Operating under the series LLC distinction does not pose problems in states that recognize the filing, but issues can arise in states that do not offer a series LLC distinction. There are currently 17 states that have legislation, but that means there are many states that do not recognize the distinction. In such states, the business will be identified as a traditional LLC.
Some will argue that there is not enough case law for series LLCs. While legislation in the states where it is allowed gives a clear-cut picture of how the entity operates, it is hard to get a full picture of how series LLCs will be dealt with on the federal level and how they will hold up in some foreign courts. Some highly complicated questions about how the IRS recognizes the concept remain, outstanding as well.
As you can see there are distinct pros and cons associated with forming series LLCs. Is it the right business entity for you? The Kazi Law Firm will help you decide what business structure is best suited for your current and future goals.
I built my law practice on the premise of being a life raft in a sea of sharks. I want to be an advocate for those that have been wronged and are too intimidated to seek help. My firm is here to explore your options, guide you through your legal journey, and give you that safe space to ask questions! There’s no such thing as a stupid question…Only the ones you don’t ask. So, my question to my clients is not “do you have any questions?” But rather “what questions do you have?”
As always, the Kazi Law Firm is standing by to help you in your time of need. Don’t hesitate to contact us today. We specialize in real estate law, landlord-tenant disputes, immigration, and wills & estate planning. Family is at the core of our practice. Just as we treat our family with respect and understanding, we treat yours. Come join the Kazi Law Firm family today!
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