A Series LLC is unique to Delaware

 

A Series LLC - Limited Liability Company

Wikipedia describes the Series LLC as “a series limited liability company, commonly known as a series LLC and sometimes abbreviated as SLLC, is a form of a limited liability company that provides liability protection across multiple "series" each of which is theoretically protected from liabilities arising from the other series.

In overall structure, the series LLC has been described as a master LLC that has separate divisions, which is similar to an S corporation with Q-subs.

The Limited Liability Company (LLC) has fast become the business entity of choice in the U.S. The LLC allows business owners to achieve limited liability for debts of the business while being taxed on a relatively unrestricted pass through basis.

The Delaware Series LLC Act provides for the creation of separate “series” within an LLC whose debts and other liabilities are enforceable against that Series alone. The Act also provides that classes or groups of members can be established, having whatever rights the LLC agreement says they have. The combination of the two provisions allows a Series to be treated in many ways as a separate LLC. Thus, the Series provisions in the Delaware LLC Act allow for the creation of separate protected “cells” within one limited liability “container” without the need to create separate entities, thus avoiding the inefficiencies associated with multiple related entities. The concept is similar in function to the segregated portfolio companies and protected cell companies designed for the mutual fund and captive insurance industries in Bermuda, Guernsey, the Cayman Islands, Mauritius and Belize.

The Act allows a Delaware Series LLC agreement to designate Series of members, managers or LLC interests that have separate rights and duties with respect to specific LLC property or obligations. So, each Series can be tied to specific assets and can also have different members and managers. If the various Series within an LLC have different members or different membership rights, each Series may be treated as a separate LLC for income tax purposes, eliminating some of the administrative advantage of the Series LLC.

A Series LLC pays one filing fee and files one income tax return each year. Each Series can have its own separate business purposes. A Series can be terminated without affecting the other Series of the LLC. A Series can make distributions to its own members without regard to the financial condition of the other series.

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