Thursday, January 2, 2014

On series limited liability companies.

A Series LLC (SLLC) is a little-known type of limited liability company (LLC) providing limited liability to its managers/owners. With a regular LLC, as long as the managers keep their business and personal affairs separate, they are likely to maintain limited liability if involved in a business lawsuit.

SLLCs are allowed in many jurisdictions. They provide limited liability among one or more "series," which are sets of transferable interests, such as tangible or intangible property. The debts and liabilities of one series are not enforceable against the assets of the LLC or any other series. For LLCs with a number of different property interests, SLLCs can provide further protection from liability.

To properly isolate one series from another or the parent LLC, separate bank accounts must be maintained for all series and the LLC. Everything must be adequately capitalized. If the LLC is dissolved, a series may still operate if the operating agreement permits it to do so. Likewise, termination of a series does not dissolve the parent LLC. Accordingly, in situations involving intangible property interests, SLLCs can be beneficial due to the ease of transfer or disposition.

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