Understanding Series LLC: Legal formation and tax strategies

Tod Northman | Tucker Ellis LLP

Tod Northman has 30 years of diverse business and corporate law experience in corporate structuring, commercial law, business transactions, emerging technology, contract negotiation and dispute resolution, mergers and acquisitions, and real estate.

With a skillful combination of negotiations and corporate counseling, Tod helps guide clients through difficult situations with pragmatic advice and a can-do attitude. Tod represents publicly traded and privately held companies in diverse industries across the country and has particular expertise in the aviation and autonomous vehicles industries.

In his aviation practice, Tod represents cargo conversion companies, maintenance and repair organizations, financial institutions, family offices, high-net worth individuals, and middle-market businesses in connection with the acquisition and disposition of corporate and commercial aircraft portfolios and the related financing and/or leasing thereof. He also advises clients on conversion contracts, maintenance, service and supply contracts, leases, and FAA and DOT regulatory matters.

In his autonomous vehicles practice, Tod focuses on advising businesses on acquisitions, contract negotiation, corporate structure, artificial intelligence technology, and regulatory compliance.

Michael S. Goode | Lewis Thomason PC

Michael S. Goode, shareholder in the law firm of Lewis Thomason, P.C., in their Nashville office, focuses his practice on the tax, business, and estate planning needs of families and businesses. On an international level, he also assists companies and individuals with their corporate and estate planning needs, including the resolution of reporting requirements. Michael serves as a trusted advisor to governmental agencies and companies on various taxation issues. He has prepared corporate and tax provisions for large merger and acquisition transactions.

Michael has extensive experience in preparing estate and business succession plans for a variety of clients, including those with closely held family businesses, large retirement accounts, and complex legal issues. He works directly with advisors, banks, and trust companies to provide innovative solutions to clients’ wealth preservation needs. Michael assists United States companies with their international business issues and assists foreign companies in establishing a presence in the United States. He regularly prepares and reviews lease agreements, contracts, estoppels, and SNDAs.

Michael represented a school district before the IRS under the Voluntary Correction Program and successfully resolved its pension plan’s operational failures without penalty to the school district, and he wrote new pension legislation.

Michael frequently speaks at conferences and conventions for state and national audiences on tax, business, and estate planning issues, as well as on international topics. He is the author of Revocable Trusts and Irrevocable Trusts: Tennessee State Q&A for Revocable Trusts and Power of Attorney for Practical Law and is on the Probate Study Commission and helps write Tennessee estate planning laws. He has been the past chair of the Tax Section of the Tennessee Bar. He has been named to The Best Lawyers in America®, Tax Law and is Martindale-Hubbell® AV-Preeminent® Peer Review Rated.

Michael received his LL.M. in Taxation from NYU and is a member of the Tennesse and Georgia bars, and practices before the U.S. Tax Court.

Session I – An Entity Designed by a Committee? Understanding and using a series LLC | 12:00pm – 1:40pm

• Understanding the basics of series LLCs
  • Definition and origins of series LLCS
  • How series LLCS are established and governed
  • Key components and structure of a series LLC
  • Differentiation from traditional LLCs and corporations

Break | 1:00pm – 1:10pm

• Advantages and disadvantages of series LLCs
  • Advantages:
    • Liability protection and risk management
    • Cost efficiency and simplicity in administration
    • Flexibility in business operations
  • Disadvantages:
    • Regulatory complexity
    • Limited legal precedent
    • Potential for confusion or misuse

Session II – Tax Considerations for Series LLC | 1:40pm – 2:50pm

• Federal and state tax treatment of series LLCs
  • IRS guidelines on series LLCs
  • Differences in state-level recognition and tax treatment
  • Implications for multi-state operations
• Income allocation and reporting
  • Methods for allocating income among series
  • Reporting requirements for each series
  • Handling inter-series transactions and distributions

Break | 2:10pm – 2:20pm

• Compliance and record-keeping requirements
  • Essential documentation and record-keeping practices
  • Ensuring compliance with tax regulations
  • Strategies for maintaining clear separation between series
• Complexities in taxation of series LLCs
  • Varied state recognition and tax treatment
  • Federal tax ambiguity
  • Inter-series transactions
  •  Tax status and classification
  • Filing requirements
  • Evolving legislation and case law