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Availing Yourself of the Series LLC: Benefits and Detriments

By Dennis A. Dressler, Kenneth D. Peters and David A. Wargula

A “Series LLC” is a form of limited liability company (“LLC”) that has been available under the laws of a number of states for almost 18 years. The Series LLC has gone largely unnoticed in both the common business arena and the courts. The basic format of a Series LLC is a traditional limited liability company whose organizing documents allow for the creation of separate and distinct sub-units (sometimes confusingly themselves called “series” as well) which are intended to operate and be treated as separate, independent entities. Note: To avoid confusion, we will call the parent entity “Series LLC” and the individual series “sub-units” for purposes of this article, although individual states' nomenclature may differ.

The objective that Series LLCs seek to achieve is to simply and cost-effectively create a legal structure whereby the debts and liabilities of the separate sub-units are unenforceable against the assets of other sub-units or the parent. To obtain similar liability protection prior to the advent of the Series LLC would have required formation of separate LLCs to hold specific assets. The costs of formation and maintenance of separate LLCs is significant. With a Series LLC, the liability limitations and protections afforded under traditional LLC's are obtained with relatively minimal costs of formation and maintenance. Additionally, utilization of a Series LLC business structure in complex, multi-participant ventures can reduce the overall complexity of such transactions.

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