Third Series
Series LLCs: not good enough for the ABA
In the past five years promoters are touting the benefits of a series LLC. But a new report, a American Bar Association Commission has questioned the viability of the Series LLC.
We all know that an LLC can provide important protection for property and other asset assets to offer. If you have three pieces of real estate you are three separate LLCs for maximum protection. But the series LLC, as claimed by the promoters, offer protection of assets without multiple entities. Instead, they claim, you are only one LLC and put your assets in several series in the LLC, where they are protected from each other.
We have never liked the series LLC, because conceptually it is completely pointless. If you have a whole and it is called, all assets within the entity are exposed or they are in separate series (or buckets or whatever the promoters use to describe them) or not. Significantly, there is not a trial extension of the protection of assets to held in a separate series. I personally do not want my assets to an entity and hope for the best in a future court ruling. Through separate LLCs we have the assurance that the assets in a remote LLC will not be liable to claims against a target LLC. The series LLC offers no such certainty.
The Series LLC is also sold as a cost saving device state. Using a series LLC company, for example four assets is said that you only have to pay a filing fee Instead of four charges for four separate LLCs. That argument worked in the state of California has decided that each series would be taxed as a separate LLC. So instead of paying only $ 800 for a series LLC in California you would pay in our four asset example $ 3200 for the series-the same as if you could use four separate LLCs with more certainty of protection. While not everyone is as aggressive a tax collector as California, you can be sure that some people follow suit and offer a filing fee for each series.
Given the problems of asset protection and security illusory filing fee savings, we have not and will not prepare series LLCs for our customers.
The American Bar Association (ABA) now agrees with this opposition.
As a public service of helping to compile the ABA of the model laws that countries can use in the country. Their commission, the National Conference of Commissioners on Uniform State Laws approved by the original uniform Limited Liability Company Act, ten years ago. With the increased use of LLCs, it was time to review the original decision, and the committee spent three years reviewing proposed rates.
More importantly, after looking at the series LLC, the ABA committee decided not to endorse. The committee noted that the series LLC originated in Delaware for use in investment funds and structured finance transactions and then stated:
"What's good for Delaware and highly sophisticated deals is not necessarily good for the LLC law other states. A philosophy which works wonders for high end transactions, bad medicine for thousands more prosaic but nonetheless important to closely held are companies that choose to house themselves in the LLCs. "
Concerns about the various unknowns posed by the series LLC were presented. These include whether the supposed "internal liability shield" would be respected in states that no series of measurements, whether the bankruptcy, all of the series to be consolidated in the parent and the general arrangement and maintenance complexity of the series LLC.
In the end, the committee refused to accept the series concept. This is an important development. When the nation's brightest lawyers to take three years for and then pass to the approval of the Series LLC, all lawyers and clients should take note.
Our office will be none of our customers in a series LLC. Beware of promoters who else you sell.
About the Author
Garrett Sutton, Esq. is a corporate attorney and is the author of “Own Your Own Corporation” and other titles in the Rich Dad Advisor series. His firm forms and maintains corporations, LLCs and other entities and may be reached at http://www.corporatedirect.com.
To get a FREE copy of Garrett’s book, “What to Know Before you Incorporate” log onto www.corporatedirect.com
Why did the third series waiting to get canceled?
Why did the series Third Watch gets canceled? It was a really good series that went on for like 6 years. Why did they get shut down? Would it be bad advertising? A lot of people who do not use their television often still havent heard. Just curious. Thanx!
The answers can be found at the link below. Personally I think it was their ad if you ask. For example 24 and was highly advertised as were other series that bells were ringing but not third watch. Hence the reason people did not tune in much.
Third Watch Series Finale
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