The Bamberger Blog » LLC http://www.bamberger.com/blog Fri, 03 Feb 2012 13:30:25 +0000 en hourly 1 http://wordpress.org/?v=3.3.1 What is a Series LLC? http://www.bamberger.com/blog/2010/11/what-is-a-series-llc/ http://www.bamberger.com/blog/2010/11/what-is-a-series-llc/#comments Thu, 18 Nov 2010 13:30:27 +0000 kjewell http://www.bamberger.com/blog/?p=761 A series limited liability company is the newest type of business entity that has been created and is currently only available to be formed in a few number of states.  A series LLC is analogous to a parent corporation and its wholly-owned subsidiaries.  Basically, a single limited liability company is formed under state law, but within the limited liability company are a number of internally created “cells” that own distinct assets, incur separate liabilities and have different managers and members.  The series LLC files one tax return and operates under one operating agreement.

This concept has been getting a lot of buzz in the real estate development world as a popular vehicle for holding related real estate holdings.  For example, a series LLC might be created to own a set of apartment buildings.  Each apartment building may be held in the name of one of the subsidiary LLCs and thus creditors could only reach the building owned by the particular subsidiary LLC. 

One of the benefits of creating a series LLC is that it eliminates the administrative responsibilities and additional expense that come from forming multiple LLCs.  However, since this is a relatively new entity created by state statute, there are still some unresolved issues regarding tax treatment and bankruptcy issues.  Currently, series LLCs cannot be formed under Indiana or Kentucky law.  However, series LLCs can be formed in Delaware, Illinois, Iowa, Nevada, Oklahoma, Tennessee, Texas and Utah.  Given the increasing popularity of this form of business entity, it is expected that more states will pass series LLC statutes in the future.

If you have questions regarding business entities, please contact Laura Scott or any of the attorneys in Bamberger’s Corporate and Business Services Section.

Author: Laura A. Scott (bio)
Phone: 812.452.3557
email: lscott@bamberger.com

]]> http://www.bamberger.com/blog/2010/11/what-is-a-series-llc/feed/ 0 Authorized Signators for LLC’s http://www.bamberger.com/blog/2009/08/authorized-signators-for-llcs/ http://www.bamberger.com/blog/2009/08/authorized-signators-for-llcs/#comments Fri, 28 Aug 2009 15:43:04 +0000 kjewell http://www.bamberger.com/blog/?p=185 Limited liability companies are no longer a new concept to  most in the business world.  A document known as the operating agreement sets out the corporate governance for LLC’s.  It is generally either set forth that the limited liability company is to be managed by its members, or an individual or company has been designated as a “manager.” 

Creditors have become accustomed to looking for these designations for purposes of determining who may sign documents on behalf of the LLC.  However, it is becoming more and more common for LLC operating agreements to provide for an LLC to have officers. 

This results in individuals sometimes signing as a president, vice-president, or other officer of an LLC.  This is acceptable so long as the operating agreement provides for such positions in the LLC.  A creditor should still obtain a certificate of resolution, a part of which designates the authorized signator.  The creditor should just keep in mind that such signators can be officers, even for an LLC if the operating agreement creates such positions. 

Author: Lori Young (bio)
Phone: 812.452.3560
email: lyoung@bamberger.com

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