LLC Structures for Real Estate Investments: From Entity Formation to Advanced Risk Management (2026 Edition)

Matthew Rappaport
Matthew Rappaport
Falcon Rappaport & Berkman

Matthew E. Rappaport, Esq., LL.M. is Vice Managing Partner at Falcon Rappaport & Berkman LLP and Chair of the firm’s Taxation and Private Client Groups. His practice focuses on taxation as it relates to real estate, closely held businesses, private equity funds, family offices, and trusts and estates, with particular emphasis on tax planning, structuring, and compliance for commercial real estate investments.

Leigh Cowden
Leigh Cowden
Vermillion Law

Leigh Cowden, Esq. is the founder and principal attorney of Vermillion Law, where she focuses on estate planning and business law. She advises individuals and business owners on entity structuring, asset protection, and risk mitigation strategies designed to communicate clients’ desires and preserve their legacies through effective wealth management and liability minimization.

On-Demand: January 30, 2026

2 hour CLE

Tuition: $195.00
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Program Summary

Session I – Structuring Real Estate Ownership: Corporate, Tax, and Asset Protection Considerations – Matthew E. Rappaport

In this session, Matthew Rappaport will provide listeners with a comprehensive guide to navigate the complexities of ownership of real estate investments. Matthew will discuss several important considerations relating to ownership of a real estate investment in a holding company, including (a) selecting the optimal corporate form for asset protection and mitigation of liability, (b) structuring holding companies in a tax-efficient manner, (c) the unique strength of single-member LLCs in the estate planning context, and (d) determining whether to use single member LLCs in a 1031 exchange. Additionally, Matthew will discuss the best practices with respect to setting up an Opco/Propco model and preventing potential creditors from piercing the corporate veil.

Key topics to be discussed:

  • Corporate and tax structuring for real estate ownership
  • 1031 exchanges
  • LLC structuring techniques for estate planning
  • Asset protection, corporate veil piercing, and mitigation of risk

Session II – Series LLCs Explained: Compliance, Liability, and Practitioner Judgment – Leigh Cowden

This session provides a practical, practitioner-focused examination of Series LLCs, with particular emphasis on statutory compliance, multi-state uncertainty, and the real-world risks that affect liability exposure and enterprise value. Attorneys increasingly encounter client interest in Series LLCs for cost efficiency and asset segregation, yet the structure presents unresolved legal, procedural, and valuation challenges that demand careful counseling. The program explores how Series LLCs function under state statutes, where liability protections may succeed or fail, and how courts, lenders, insurers, and counterparties influence their effectiveness. Participants will learn how operational discipline, documentation, and compliance directly impact risk allocation and defensibility. The session also addresses how uncertainty around interstate recognition, insolvency, and bankruptcy can affect deal structuring and long-term planning.

Key topics to be discussed:

  • Framing, disclaimers, and learning objectives
  • Series LLC fundamentals mental model and use cases
  • Tennessee statutory framework
  • How Tennessee differs from other states
  • Advantages and disadvantages the client conversation
  • Practitioner workflow intake through compliance
  • Operating agreement architecture required components
  • Ethics risk management and engagement hygiene

This course is co-sponsored with myLawCLE.

Closed-captioning available

Speakers

Matthew Rappaport | Falcon Rappaport & Berkman

Matthew E. Rappaport, Esq., LL.M. is Vice Managing Partner at Falcon Rappaport & Berkman LLP and Chair of the firm’s Taxation and Private Client Groups. His practice focuses on taxation as it relates to real estate, closely held businesses, private equity funds, family offices, and trusts and estates, with particular emphasis on tax planning, structuring, and compliance for commercial real estate investments. He regularly advises clients on entity selection and ownership structures designed to mitigate liability, preserve asset protection, and align with long-term tax and estate planning objectives.

Matthew is widely recognized for his work on complex real estate transactions involving advanced tax considerations, including Section 1031 exchanges and the Qualified Opportunity Zone program. He frequently collaborates with attorneys, accountants, financial advisors, bankers, and insurance professionals on sophisticated ownership and holding-company structures, including single-member LLCs and multi-entity models. A frequent speaker and author on tax and asset protection topics, Matthew holds an LL.M. in Taxation and a J.D. from Georgetown University Law Center and is active in the American Bar Association Section of Taxation.

 

Leigh Cowden | Vermillion Law

Leigh Cowden, Esq. is the founder and principal attorney of Vermillion Law, where she focuses on estate planning and business law. She advises individuals and business owners on entity structuring, asset protection, and risk mitigation strategies designed to communicate clients’ desires and preserve their legacies through effective wealth management and liability minimization. Licensed in Tennessee, Florida, and New York, Leigh has practiced law since 2007 and brings decades of real-world business experience to her legal counsel.

Her work often involves navigating complex issues at the intersection of estate planning and business operations. A U.S. Air Force veteran, Leigh is known for her practical, judgment-driven approach and her ability to guide clients through evolving legal landscapes with clarity and confidence.

Agenda

Session I – Structuring Real Estate Ownership: Corporate, Tax, and Asset Protection Considerations | 1:00pm – 2:00pm

  • Corporate and tax structuring for real estate ownership
  • 1031 exchanges
  • LLC structuring techniques for estate planning
  • Asset protection, corporate veil piercing, and mitigation of risk

Break | 2:00pm – 2:10pm

Session II – Series LLCs Explained: Compliance, Liability, and Practitioner Judgment | 2:10pm – 3:10pm

  • Framing, disclaimers, and learning objectives
  • Series LLC fundamentals mental model and use cases
  • Tennessee statutory framework
  • How Tennessee differs from other states
  • Advantages and disadvantages the client conversation
  • Practitioner workflow intake through compliance
  • Operating agreement architecture required components
  • Ethics risk management and engagement hygiene

Credits

Alaska

Approved for CLE Credits
2 General

Our programs are CLE-eligible through Alaska’s recognition of multi-jurisdictional reciprocity.
Alabama

Approved for Self-Study Credits
2 General

Arkansas

Pending CLE Approval
2 General

Arizona

Approved for CLE Credits
2 General

California

Approved for CLE Credits
2 General

Colorado

Approved for CLE Credits
2 General

Connecticut

Approved for CLE Credits
2 General

District of Columbia

No MCLE Required
2 CLE Hour(s)

Delaware

Pending CLE Approval
2 General

Florida

Approved for CLE Credits
2.5 General

Georgia

Approved for CLE Credits
2 General

Hawaii

Approved for CLE Credits
2 General

Iowa

Pending CLE Approval
2 General

Idaho

Pending CLE Approval
2 General

Illinois

Approved for Self-Study Credits
2 General

Indiana

Pending CLE Approval
2 General

Kansas

Pending CLE Approval
2 Substantive

Kentucky

Pending CLE Approval
2 General

Louisiana

Pending CLE Approval
2 General

Massachusetts

No MCLE Required
2 CLE Hour(s)

Maryland

No MCLE Required
2 CLE Hour(s)

Maine

Pending CLE Approval
2 General

Michigan

No MCLE Required
2 CLE Hour(s)

Minnesota

Approved for Self-Study Credits
2 General

Missouri

Approved for Self-Study Credits
2.4 General

Mississippi

Pending CLE Approval
2 General

Montana

Approved for Self-Study Credits
2 General

North Carolina

Pending CLE Approval
2 General

North Dakota

Approved for CLE Credits
2 General

Our programs are CLE-eligible through North Dakota’s recognition of multi-jurisdictional reciprocity. Section 1, Policy 1.14
Nebraska

Pending CLE Approval
2 General

myLawCLE reports attendance to Nebraska on each attorney’s behalf for all programs. Please do not self-report.
New Hampshire

Approved for CLE Credits
120 General minutes

As of July 1, 2014, the NHMCLE Board no longer provides pre- or post-approval of courses. Attendees must self-determine whether a program is eligible for credit, and self-report their attendance online at www.nhbar.org, based on qualification provisions of Rule 53.
New Jersey

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New Jersey’s recognition of multi-jurisdictional reciprocity, except for the courses required under BCLE Reg. 201:2
New Mexico

Approved for Self-Study Credits
2 General

Nevada

Approved for Self-Study Credits
2 General

New York

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New York’s Approved Jurisdiction Group “B”.
Ohio

Approved for Self-Study Credits
2 General

Oklahoma

Pending CLE Approval
2.5 General

Oregon

Pending CLE Approval
2 General

Pennsylvania

Approved for Self-Study Credits
2 General

Rhode Island

Approved for CLE Credits
2 General

South Carolina

Approved for CLE Credits
2 General

South Dakota

No MCLE Required
2 CLE Hour(s)

Tennessee

Approved for Self-Study Credits
2 General

Texas

Approved for CLE Credits
2 General

Utah

Pending CLE Approval
2 General

Virginia

Not Eligible
2 General Hours

Vermont

Approved for CLE Credits
2 General

Washington

Approved via Attorney Submission
2 Law & Legal Hours

Receive CLE credit in Washington via attorney submission.
Wisconsin

Approved for Self-Study Credits
2 General

West Virginia

Pending CLE Approval
2.4 General

Wyoming

Approved for Self-Study Credits
2 General

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