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The Series LLC: A New Planning Tool
Series Limited Liability Companies: Formation, Operation and Practical Considerations
This paper and presentation are intended to address the statutory authority for a “Series LLC” (hereinafter referred to as a “Series”), selected statutory provisions relating Limited Liability Companies (“LLCs”), a limited examination of how Series LLCs are taxed, how they are treated under the Uniform Commercial Code (“UCC”), under the United States Bankruptcy Code, and various practical considerations related to Series LLCs. Limited Liability Companies will be referred to as LLC, Company or Mothership in this paper.
The Series LLC: A New Planning Tool
Texas adopted new provisions permitting the creation and operation of series limited liability companies (the ―Series LLC‖) under Texas law in 2009. This paper discusses the state of law on series under the Texas statute, with some consideration of other jurisdictions and laws and practice pointers for resolving the issues presented by the statutory formulation for the Series LLC. After discussing what series are and can do, the paper will analyze points of ambiguity and development where the results of the use of the series structure may not be perfectly clear. This vehicle for formation is still under development, but, in the right circumstances, presents an elegant solution to ownership and management of closely related, but not identical, groups of assets.
Texas Series LLCs, A Valuable New Option and a Coming Trend for Holding and Operating Texas Real Estate; or Too Many Unanswered Questions
When Texas authorized the use of a series limited liability company (SLLC) in 2009, it became one of a small number of states to do so. This paper will address the question of whether and under what circumstances the Texas series limited liability company (TSLLC) might be recommended by a Texas lawyer for use by his real estate or business clients, or whether there are too many unanswered questions and too many risks still remaining to use this legal entity at this time.
The Series LLC: A New Planning Tool
While the Series LLC is a new vehicle that has some unanswered questions, it is a solution to problems of management of assets that have common, but not identical features. The statute makes very clear the ability to deal with assets and the transactions surrounding assets that may be held by an entity. If you focus on the feature of asset management and commonality, but not identity, the confusion caused by the flexibility permitted in the TBOC provisions falls away, and you are able to focus on fact patterns that are truly facilitated by this structure. The single most ―common‖ commonality is management, but the commonality may be the nature of the asset (such as the accumulation of one large asset from divided parts) or the development of an asset over time, where ownership may shift. We would like to encourage you to join the ranks of the optimists and urge you to study and think about this new vehicle. Consider embracing the good points of a Series LLC in transactions appropriate for the solutions that it provides.
What are Series LLCs? An Overview of Drafting and Operational Considerations
This paper is to discuss what the state of law is on series under the Texas statute, with some consideration of the other jurisdiction and practice pointers for resolving the issues presented by the statutory formulation for the Series LLC.
What are Series LLCs? An Overview of Drafting and Operational Considerations
This paper is to discuss what the state of law is on series under the Texas statute, with some consideration of the other jurisdiction and practice pointers for resolving the issues presented by the statutory formulation for the Series LLC.
Fall, 2015
Includes articles the 84th Session of the Texas Legislature, specifically: "2015 Texas Legislative Update on Entity Law" by Daryl Robertson; "A Series LLC Is Now Included Under The Texas UCC’s Definition Of Person, Removing Uncertainty For Secured Lending Transactions" by James Leeland; "Power of Attorney Bill (HB 3095)" by Jacqueline Akins. There were two non-legislative articles as well, including: "Confidentiality of Email – The Changing Consensus" by Ronald Chichester; and "Texas Crowdfunding Portals Provide Texas Businesses New Access to Investment Dollars" by R. Jason Pierce.
Fall, 2015
Includes articles the 84th Session of the Texas Legislature, specifically: "2015 Texas Legislative Update on Entity Law" by Daryl Robertson; "A Series LLC Is Now Included Under The Texas UCC’s Definition Of Person, Removing Uncertainty For Secured Lending Transactions" by James Leeland; "Power of Attorney Bill (HB 3095)" by Jacqueline Akins. There were two non-legislative articles as well, including: "Confidentiality of Email – The Changing Consensus" by Ronald Chichester; and "Texas Crowdfunding Portals Provide Texas Businesses New Access to Investment Dollars" by R. Jason Pierce.