IRS Issues Long-Awaited Guidance on Series LLCs; Will the States Soon Follow?

In January 2007, the authors published an article in this Journal 1 addressing a number of potential state and local tax issues raised by a relatively new form of entity known as a "series limited liability company" ("series LLC"), the formation of which had been authorized under the laws of a handful of states. 2 There are two primary purposes of the series LLC provision: (1) to essentially subdivide the LLC into separate series between or among which a liability shield can be put in place; and (2) to minimize legal, accounting, and recording fees that might otherwise accrue when creating separate single-member LLCs underneath a series organization or "master LLC" (our term).

This article appears in and is reproduced with the permission of the Journal of Multistate Taxation and Incentives, Vol. 20, No. 9, January 2011. Published by Warren, Gorham & Lamont, an imprint of Thomson Reuters.”