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The Uncertain Tax Status of Series LLCs
Over the last decade, seven states, led by Delaware in 1996, have adopted statutes authorizing the formation of series LLCs. These statutory entities are a special form of LLC that provides for the establishment of one or more designated series of members, managers, or LLC interests within the LLC applicable to separate assets or operations, each with a separate business purpose or investment objective. In a series LLC, the debts, liabilities, and obligations relating to one series are enforceable only against the assets of that series and not against the assets of the LLC generally or the assets of any other series.
Authorizing Statutes
The seven states that have adopted series LLC statutes include Delaware, Iowa, Oklahoma, Illinois, Nevada, Utah, and Tennessee. Several of those states also recognize a separate series of an LLC formed in another state so long as the series registers as a separate series when it qualifies to do business in the state.
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