Business Management

The Traditional LLC vs. the Series LLC: Which Is Better for Real Estate Investors?

Expertise: Business Management, Personal Finance
41 Articles Written
LLC written in blue marker on a spiral notebook laying on desk with small potted plant and other desk decor

Most investors are familiar with a traditional LLC but not its more useful counterpart, the series LLC. A series LLC is a unique form of limited liability company that provides protection from liability across multiple individual “child” series within each main “parent” series LLC protected from liabilities arising from the other individual series. Each individual child series is treated as if it were its own LLC for liability purposes.

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Why Is a Series LLC Better Than a Traditional LLC?

Traditional LLCs are just fine, and they’re useful entities to be sure. However, they do have their limits. That’s why we are such big fans of the series LLC—there’s no denying that its features make it a much wiser choice for the savvy, forward-thinking investor. The series LLC—or (S)LLC—offers anonymity, lawsuit protection, compartmentalized liabilities, and it may reduce operating costs and streamline administration. Here are the details on some of our favorite features of this increasingly popular entity.

The (S)LLC Allows You to Own More Than One Property

A traditional LLC is a tried-and-true method for managing a single property. However, the series LLC model allows you to create a “child” company for each individual asset. This structure is limited only by the number of properties you choose to own. Maybe you only have one property right now, and the traditional LLC seems like it would do you just fine. We encourage you to think more long-term about your goals as an investor. Even if you’re 80 percent sure you’re going to be a one-and-done investor, why limit yourself when you can leave your options open at no extra cost? That leads directly into the next great feature of the (S)LLC.

Related: The Pros & Cons of Using a New LLC for Every Property Purchase

Infinite Scalability Lets You Grow Your Business Forever

With the series LLC, creating a new “child” LLC is simple. When you decide to add to your portfolio, all you do is generate a brand new LLC underneath the parent corporation. It takes about as much time as sending a Christmas card, and even better, you can do it from your laptop. The series is a private document that you create on your computer, sign, and store in your safe.

Compartmentalization Offers the Best Asset Protection Plan for Investors With More Than One Property

You’ve probably heard the old adage about not putting all of your eggs in one basket. The (S)LLC essentially allows you to give each “egg” (or property) its own basket. Oh yeah, and  those baskets aren’t your grandma’s wicker baskets. We’re talking about 100 percent solid steel boxes reinforced with concrete with a big-ass moat full of vicious alligators and flesh-eating piranhas swimming around the perimeter. That’s the level of security the structure provides.

Since each asset is isolated in its own series, should you ever be sued personally, your property will not be vulnerable to seizure. Assets are isolated for liability purposes, meaning lawsuits are often fruitless. The axiom that you can’t get blood from a stone is illustrated well here. Without anything to truly gain, most people aren’t going to try to sue you in the first place. Lawsuits are expensive. Who would want to pay their lawyer more than they could ever win? We’re sure there are some people who are extravagantly wealthy and so persuaded by pure spite that they might consider trying to come after you, but either we’ve lucked out and never met them—or the series LLC structure has kept them away from us and our clients.

Related: Yes, You Absolutely SHOULD Use an LLC to Invest in Real Estate: A Counterargument

Anonymity: So Much Easier With The (S)LLC

Anonymity is perhaps the most critical piece of your asset protection plan. Even if your assets are valuable, they are insulated in their own series (those steel boxes we mentioned above) so one has nothing to do with the other, and none have anything to do with you personally. We simply cannot say this enough to our clients or fellow investors: Anonymity stops lawsuits before they even start. Why? Nobody can successfully sue you or hold you liable for property that they cannot prove you own.

With these features, the series LLC is an excellent choice for real estate investors or anyone who needs a solid asset protection system. We recommend them a lot because the tool is as versatile as it is useful. We’ve seen it make and keep people very rich. Could the series LLC be the first big step you take in building your investment empire? Keep checking out our articles and other writing on the subject to learn more.

What do you think? Do you have experience with a series LLC?

Share your experience below!

Scott Royal Smith is a real estate asset protection attorney based in Austin, TX. His firm, Royal Legal Solutions, designs asset protection strategies exclusively for real estate investors. As an investor himself, Scott is sensitive to the needs of real estate investors; as an attorney, he maintains a working knowledge of the best legal strategies available for preventing lawsuits. Connect with Scott here on BiggerPockets or visit his website, www.royallegalsolutions.com, for more information about asset protection for real estate investors. Check out all of Scott’s previous work for BiggerPockets here.

    Florent Cohen Investor from New York City, New York
    Replied 12 months ago
    Very interesting concept. Do you have to pay filling fee/ creation cost for each series ? From a tax filling point of view, does it look like a single LLC or multiple LLC with multiple filling ?
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    Hi Florent, That’s the beauty of the SLLC–you do NOT have to pay any fees for new Series. Depending on your attorney, he or she may choose to charge for individual Series documents. But a lot of us don’t, or teach you how to create them yourself so you can do so from the convenience of your home or office. The short answer to your question is that the Series LLC is a pass-through entity, so profits and losses flow through onto your personal return. You just report them on Schedule E. The parent structure is the primary issue, but you can take steps to ensure your series entities are appropriately reported. It’s also good to have a savvy lawyer or CPA take a look to ensure you’re handling this correctly. I have a separate article on Taxes and Series LLCs, including some information on my member blog. If you click my name at the top of the article, you can see all of my BIggerPockets features. You can read my Member Blogs from my BP profile. Connecting with you now to make that easier on you.
    Missy Merfeld Rental Property Investor from Wesley chapel, FLORIDA
    Replied 12 months ago
    I was told that you could not do this in Florida. To your knowledge, is that correct? Excellent strategy.
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    Missy–Correct. Pick a state outside of Florida to form your LLC or Series LLC in. It can still own properties within Florida, though. I recommend Texas, Delaware, or Nevada most strongly–each for various reasons. I’m partial to Texas because, well, that’s where I live and work, but the TX Series LLC is TOUGH to pierce and I’ve never seen it happen. It’s one of the most effective entities an investor can get for preventing lawsuits.
    Ryan A. Cole Rental Property Investor from Texas and Florida
    Replied 4 months ago
    Missy, Texas is a great for this kind of setup. Florida has not yet followed suit with the series structure
    NA Henson Specialist from Austin, TX
    Replied 8 months ago
    “That’s the beauty of the SLLC–you do NOT have to pay any fees for new Series.” Hold on there. That may be an over simplification of Texas Law. To be in compliance with the Texas Business Organization Code (TBOC or BOC) requires an entity to file an assumed name certificate with the Secretary of State, $25 fee, and at the County level so another $25 for most counties or $50 total, if it creates a new Series that is operating under a business, trade or other name different than the Series LLC’s name. In my opinion if a Series LLC owns and operates a business (could be an investment property) in a designated Series (ABC Company, “Series-A”) of the Series LLC, or other AKA/DBA name, it is required, wise and prudent, to file Assumed Name Certificates at both the State level and County level and make sure you check the box for “All Counties.” Moreover, best practice for anonymity purposes, is to have a public trade name for the new Series of a Series LLC.
    Michael P. Lindekugel Real Estate Broker from Seattle, WA
    Replied 12 months ago
    Hello Scott, my clients have been using this for quite a while. we refer to it as nested LLCs. most lenders for large multiple family properties requires single purpose LLCs or one LLC for each development. LLCs are creation at the state level for liability protection whereas S corps and C corps are a creation at the federal level for tax treatment. an LLC could be taxed as an IRS disregarded entity meaning it is a pass through sole proprietorship, s corp, or c corp. With C corp long term capital gains tax rate a flat 25% putting appreciating assets into a c corp is extremely rare. child LLCs would be disregarded entities for that reason? parent LLC would to be taxed as an IRS disregarded entity and not a c corp for the same reason, yes?
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    I can’t speak for everyone. But when my own firm sets up SLLCs, we take steps to have taxed as disregarded entities (basically, meet the IRS requirements for pass-through entity). Child series are taxed as such unless you’re doing something very different than I when forming the SLLC. So yes, the entire structure is pass-through. At least the way I do it. I don’t want to ask you to spill too much of how you practice, but that’s just my own experience–i.e., the only person whose experience I can speak for. There are ways around the lending issue. I’ve written about it before here on BP. Use a land trust. A land trust is viewed as an estate planning tool, and therefore won’t even catch a lender’s attention. Then, the land trust can hold the property or be incorporated into the SLLC structure. If you’d like to learn more, you can read about that here or of course, just ask me. I actually suggest that my clients get financing in their own name for better terms and use this as a method for avoiding the due on sale clause, rather than attempting to get a loan to any type of LLC. It’s just easier. And cheaper.
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    Here’s that article I mentioned, Michael: https://www.biggerpockets.com/renewsblog/llc-lending-problem/
    Mark Knowlden from Tacoma, WA
    Replied 3 months ago
    Thank you Scott. Just re-read this article. Any thoughts on using this structure for Qualified Opportunity Zone businesses/projects?
    David Zinn Investor from Newport News, Virginia
    Replied 12 months ago
    Love this. I just wish that my state (Virginia) would allow series LLC’s…
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    David, You don’t have to live in the state where your Series LLC is formed. So I’ve got great news: you can get one! Personally, I advise the Texas Series LLC, but Delaware and Nevada are great states for forming them too. I’m working on an article for BP now on the best states to form LLCs in, and the ideas apply to the Series LLC. So don’t worry, you can have a TX Series LLC (or NV or DE) while staying in VA. But you will need to ensure that you’re meeting your registered agent requirement. The good news is that you can do that very inexpensively, and I’ve written about that before here on BP as well. Here’s that article for your convenience: https://www.biggerpockets.com/renewsblog/all-about-registered-agents-for-your-out-of-state-llc/ Hope that helps you out, and if you have additional questions about this entity, feel free to ask!
    Christopher Crean Flipper/Rehabber from Egg Harbor Township, NJ
    Replied 12 months ago
    Looking forward to the article on which states are best for forming LLC’s – that is actually what I was looking for when I found this article. Great info thanks Scott.
    Mandy Walker
    Replied 12 months ago
    That makes two of us. He seems to publish a lot and I love all of these articles. Bookmarked his author page bc I learn so much from this guy. Scott how do I find you to talk about forming one of these bad boys? I see you are in Austin, can I drop by your office or call you?
    David Zinn Investor from Newport News, Virginia
    Replied 12 months ago
    Scott, thanks for your response as well as the resources! This is something I will definitely be looking into.
    Jeff R. Flipper/Rehabber from Virginia
    Replied 12 months ago
    David, I too am considering setting up a series LLC and live in VA. I feel any of those 3 states mentioned are great recommendations, you would have to check with that state if your entity name is available.
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    You’re welcome! You guys can use that link above to view my previous articles as well as my latest BP article on what to do about negative reviews of your business. It also explains libel, slander, and defamation in plain English, courtesy of my lovely legalese translator. Yes, I really have one!
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    Jeff– Thank you, I’ll try to get that written and in the BP queue quickly since there’s so much interest. But a word of caution about naming LLCs: You don’t want your name or business’s name, or really anything that could connect you or your assets in your LLC’s name. From an asset protection standpoint, anonymity is really important. So it would be foolish of me to use “Scott Smith LLC” or “(My Business’s Name) LLC,” or even “(property address) LLC. Better to go with something unique and creative. I’ve actually written a post about naming your LLC on my member blog and am happy to point you to it if you’re interested in this topic.
    Robert M. Investor from Dundee, OR
    Replied 12 months ago
    Kate Brown( Oregon Governer) hates landlords and WILL not allow a series LLC in Oregon, rent control ect. If its Kate Brown, flush her down!!!!
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    Robert, are you sure about that? You should be able to get a Series LLC from another state and operate it just fine in Oregon, provided you’re meeting the Registered Agent requirements. I answered a similar comment above, but the short version is this: You can get a Texas Series LLC (or from any state that offers one–but I recommend Texas, Nevada, or Delaware for maximum tax and operational benefits). This applies even if your investments are all in Oregon. All you will need is a registered agent and a competent real estate attorney to help you set up the Series LLC. Not all real estate attorneys are hip to asset protection and the Series LLC, so look for someone with experience in these areas if you’re considering this option. Here’s some information from my previous BP article about the Registered Agent Requirement: https://www.biggerpockets.com/renewsblog/all-about-registered-agents-for-your-out-of-state-llc/ Though I’m not familiar with Oregon’s political climate, I can totally understand and empathize with your frustration with living in a state that you feel isn’t pro-business, but the good news is you can establish your real estate entity in a state that you feel is more supportive of your business goals. Hope that helps you out, and if you have any further questions, feel free to ask. I’m happy to help you out with understanding your options.
    Mukund Onkar Real Estate Investor from Plano, Texas
    Replied 12 months ago
    Great information. Looking forward to the article on which stateshould are best for series llc. Normally landlords buy a liability policy (umbrella insurance) which covers multiple properties. In case of series LLC, this one umbrella insurance will cover multiple child series LLC. Can this impact strong protection that series LLC offers? I have come across other posts which suggests that in a series LLC, each child LLC has to have its own umbrella insurance.. not sure myself..
    Mandy Walker
    Replied 12 months ago
    Me too! He said in a comment Texas, Nevada, & Delaware. That’s great news for me, because I’m a Texan & plan to invest here. I Didn’t realize how much I could save either. My plan was to get an LLC for each property. This is way easier. Thank you Scott Smith! I learn so much from your articles. My old lawyer Never really would explain how things work. If I ask a lot of questions he would just tell me it was his job to worry about it. So I love seeing a lawyer giving away all of this valuable information.
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    Hi Mukund, You should absolutely keep insurance. It’s the first layer of asset protection–and there are levels. The more “layers” you have, the more protection you have. So a Series LLC is NOT a substitute for insurance. Rather, it’s a compliment or add-on to your insurance policy. You’d have to ask your agent, but usually an umbrella policy can be applied to the entire structure. But I don’t know what your policy looks like, so ask your insurance agent or the attorney who is forming your Series LLC. Be sure to get a lawyer with experience in these entities. Most real estate attorneys know LLCs well, but not all of us are experienced in Series LLC formation since it is a newer entity. I sent you some info about my personal opinion on best states for Series LLCs, but will try to get something written and in the BP queue soon. In the meantime, if you want to click my name at the top of this article, you can read through some of my other posts on the subject. I’ve also got quite a few on my member blog (which you can find by accessing my profile). Thank you for your kind words. I really appreciate all this positive feedback!
    Michael David from Houston, Texas
    Replied 12 months ago
    Hello Scott, great article. I currently use umbrella policies to cover liabilities. Would having properties in an (S)LLC remove the need for the “cya” insurance?
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    Hey Michael, Thanks for your kind feedback! Short answer is NO. You want BOTH a Series LLC and Insurance. You can think of Asset Protection in layers. Imagine that your assets are a treasure chest. Insurance is like building a fence around them. Entites like a Traditional LLC are more like a brick wall. The Series LLC is also an entity, but it’s stronger than an LLC, which is why i referred to it as the big-ass steel box with razorwire on top. Anonymity is the next “level” and can be accomplished with trusts (but begins with the Series LLC–naming your Series LLC in a way that preserves your anonymity is a start, but you can beef up anonymity with other tools like Anonymous Land Trusts), and that’s kind of like a moat with flesh-eating creatures and terrifying alligators, maybe a dragon or two if you really wanna do it right. Yes, there really are legal equivalents to all of these things, and you can read about them in my previous articles. I’ll try to get something up about these “levels” soon, since this is a really common question. So, while it might sound like the steel box would be better than the fence, the reality is that your asset protection system is stronger when you have BOTH. Because then you have two lines of defense from anyone trying to get their greedy or spiteful paws on your assets. Insurance alone is NOT an asset protection plan. Your insurance company is more likely to deny your claim and drop you like a bad Tinder date with halitosis if you’re hit with a liability suit. Or accept the claim if you get lucky and jack up your premiums sky-high. But the reality is that as real estate investors, we need CYA insurance–ideally an umbrella policy for most of us. But you want the Series LLC on TOP of the insurance for that second, and much stronger, layer of protection because it actually protects you–Michael–and your personal assets and other investments in the event of a lawsuit. You can see my comment to Mukund above for more info. TL;DR–You want both insurance and a Series LLC. A Series LLC isn’t a sub for insurance, but rather a compliment to it. It’s foolish to forgo insurance as an investor, but it’s just as foolish to have assets in your own name. With both, you’re much more protected! Hope that answers your question.
    Derek Tellier Real Estate Agent from Maryville, TN
    Replied 12 months ago
    Great Information as always Scott. I was looking into Series and talked to a couple of investors at the last Knox REIA meeting about it. They said they were having some trouble because no one around the area seemed to understand them. I know they’re available here in TN just might need to find someone local with a clue. Of course if you offer services in TN I just might have to add that to the list of things I’m planning to do with you anyway 🙂 Thanks for the article
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    Thanks Derek! I really appreciate your praise. It’s not often people have nice things to say about us lawyers 😉 I serve clients all over North America. The Tennessee SLLC isn’t among my favorites. In my professional opinion, the best states for forming a Series LLC are: Texas, Delaware, and Nevada. Of course it all depends on your needs, though. If you prefer a local attorney I can take a look and see if there’s one who specializes in asset protection in your area when I get some downtime. But in the meantime, feel free to click my name at the top of this article to check out my author page for previous articles, and my latest one on Defamation, Slander, Libel, and how to handle negative reviews/comments as a business owner.
    Carrie McPeek from Sanford, NC
    Replied 12 months ago
    I live in North Carolina, and I am told that LLC fees are high here. I recently purchased my first two single-family rentals. They were around 70,000 each and don’t bring in tons of revenue. I am trying to do the LLC thing right and just don’t know what to do regarding LLCs. I was thinking of putting both houses in the same LLC for now. I am also planning on setting up a self-directed 401(k) to put the rental earnings in to purchase another rental in the next couple years. I paid cash for both rentals and have a small amount of rollover money to add. Between that and saving my money to purchase a couple more homes with cash to use income toward retirement I am hoping to have a comfortable retirement in the near future. I realized I needed to do something to secure my future for myself because my husband died five years ago with almost no retirement money saved. It is up to me now.
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    Carrie, I’m not sure why my comment for you is at the bottom of the page, but I left you a note there. Basically it says “Yay Solo K!” and don’t worry, you can get an SLLC outside of NC. Scroll way down, you’ll know which one it is. 🙂
    Pamela Smith Investor from Kintnersville, Pennsylvania
    Replied 12 months ago
    Can I use the LLC I already have As the parent or a child?
    Scott Smith Attorney from Austin, TX
    Replied 11 months ago
    Hi Pamela, I hate to give you a frustrating answer, but I must: maybe. It depends on where your current LLC was formed. If you were here in Texas, for instance, where Series LLCs are allowed, then you could convert your LLC into part of a Series LLC structure. Now, whether you want to is between you and your lawyer. But as a general rule, you can do this in states that permit the Series LLC. The ability to incorporate an existing LLC into a Series LLC depends strongly on where you live. However, LLCs in general CAN own other LLCs. The best way to get it done will vary from investor to investor. Your reasons for wanting to preserve your current LLC may also influence the best course of action for you. Be sure to tell your lawyer what your motivations are as well as what you want. We’re pretty good at figuring out “hows” given a “why.” Thanks for reading!
    Cameron Tope Property Manager from Katy, TX
    Replied 12 months ago
    Scott, thanks for sharing. After speaking with a Tax Strategist we steered away from the series LLC because of the fragility of the structure (if you write a check out of a personal account instead of the proper LLC you topple the structure) and the lack of past examples where the series LLC wasn’t “pierced” in litigation. Can you speak to that at all? Thanks again!
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    Are you sure you phrased that correctly? I can think of hundreds of examples of Traditional LLCs being pierced, but VERY few of the Series LLC being pierced. In fact, there’s little case law on the Series LLC at all, because it’s a very new entity. As someone who used to sue people, I can tell you I wouldn’t have bothered to do the legwork to try to pierce an SLLC. There just aren’t any consistently effective strategies for doing so. I was a corporate litigation shark before transitioning to defending the assets of my fellow real estate investors–and it was NOT my calling, but I do use the info I learned working for “the other side” to anticipate the moves other lawyers might make to get to my investor-clients’ assets. I’m surprised a tax strategist didn’t offer to help you streamline this. Perhaps he/she wasn’t too familiar with the SLLC, because I have clients who successfully pull off the separate bank account thing very easily. The only company that should be doing business with the public (writing checks, etc.) is the Parent. The “children” are all asset-holding companies, and as the name suggests, that’s literally all they do. Hold assets. In asset protection, we separate assets from operations. The Series LLC does this by design: the Series separate the assets, and the Parent company actually owns NOTHING. In fact, this is the company attorneys like me *WANT* others to try and sue. It doesn’t own anything! I’d suggest if you’re still interested in trying out the SLLC or your current asset protection strategy is costly (S-Corp, C-Corp, Multiple LLCs, something else), that you speak with a CPA familiar with the Series LLC. Or a tax attorney familiar with the Series LLC. Better yet, both! Hope that helps and if you’d like to ask me any follow-up questions on the tax area (Yup! I’m one of those tax attorneys and investors who is familiar with the Series LLC), I can give educational answers here. But that’s NOT a substitute for personalized legal advice for an attorney familiar with your exact situation. Let me know if I can be of further assistance, and I hope your plan is working for you. If it isn’t, I hope you get one that does soon!
    Edward Wodziak Investor from Woodridge, Illinois
    Replied 12 months ago
    You still treat the series LLC like an LLC and set up a proper bank account for the series. LLC
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    Is that a question, or are you stating that? Banking for the Series LLC need not be complicated, but yeah, it’s best to use separate accounts. Separation of assets from activites and each other is the name of the game.
    John Wallace
    Replied 8 months ago
    Do I understand this reply correctly? A separate bank account for each “child” or just each parent (the operating co)?
    Neill Dorn
    Replied 7 months ago
    I read it as meaning a separate account for each child.
    Daniel Kent Rental Property Investor from Berlin, NJ
    Replied 12 months ago
    Great article and information Scott! I also look forward to the article on the pros of various states to set up the SLLC. I have a bit of a different questions. What are the restrictions/recommendations when naming the LLCs. Would it make sense if you are getting a Series LLC with each property in its own LLC to name them after the property? Ex: 555Main LLC? Also, how would a DBA work with a series LLC? Thanks again for the great information!
    Scott Smith Attorney from Austin, TX
    Replied 11 months ago
    Hi Daniel, It’s best to name your Series LLC (or any entity, trust, etc.) in a way that preserves your anonymity. I sure wouldn’t use the property name, because that completely defeats the purpose. Same with the use of your name, or any obvious personal information. You can certainly get creative and use your cat’s name, try out a business name, or really anything that doesn’t compromise your anonymity. Can you clarify what you’re asking about the DBA? LIke, can it be used? More details would help me answer your question.
    Soh Tanaka
    Replied 12 months ago
    If complicated steps are not used, isn’t is very easy for an attorney to find out who owns the LLC or series LLC (not much anonymity)?
    Scott Smith Attorney from Austin, TX
    Replied 11 months ago
    I guess that depends on your definition of complicated. Naming the structure to preserve anonymity and using an anonymous trust in conjunction with the Series LLC can make it mighty difficult to figure out who owns the Series LLC. You could also use this type of trust with a Traditional LLC. It need not be complicated for the investor. A competent real estate attorney familiar with these structures should be able to do it for you.
    Mike Shemp Rental Property Investor from Stewartsville, NJ
    Replied 12 months ago
    Hi Scott, It is my understanding that series LLCs are relatively new. Could you speak to any precedents or how they stand up in court as compared to the traditional LLC? Thanks! Mike
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    There’s little precedent on the SLLC, which counterintuitively, is actually a good thing. Many clever lawyers have found all sorts of ways to pierce the Traditional LLC. Since it’s in every state, there are tried-and-true strategies for getting to the assets held in the old-school LLC. However, far fewer have been successful with piercing an SLLC. Particularly if Anonymous Trusts are involved. Why? Because this structure stops lawsuits before they even start. If a lawyer has two identical clients, heck they could be twins, with identical stories/problems in their office, but can only take one, would you like to know how the lawyer decides whose case to take? They look at the defendant and their assets. This would be you–the real estate investor. If defendant #1 has no asset protection and property in their own name, and defendant #2 has their property secured inside of an SLLC, guess who is getting sued? Defendant #1. The investor who takes the time to secure their assets makes the lawyer’s payday much more difficult. Without assets, the only way that lawyer is getting paid is out of the plaintiff’s pocket. In most landlord-tenant cases, the plaintiff isn’t going to have that kind of cash. That’s a little “insider knowledge” for you. But basically, you won’t find much case law on the SLLC being pierced because it is new and few have done so successfully. Most attorneys won’t waste the time trying to figure out how, either.
    Dillon Kenniston from Doylestown, PA
    Replied 12 months ago
    Hi Scott, thanks for this. Great tips, and looking forward to your article about the best states for (S)LLC’s! Any recommendations on how to ensure an (S)LLC is not pierced?
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    1. Get a qualified attorney who has experience with the SLLC. 2. Separate your assets from your operations, and get a CPA to take a look at your books. 3. Spoiler alert: Texas and Delaware are the top of my list.
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    You could put them both in the same LLC for the time being, but know that if you do that, you’re risking both properties if someone sues over one of them. If your LLC’s ownership isn’t anonymous, you could even be risking your personal assets. If you’re expecting togrow your investment portfolio, the SLLC may be a great option for you. You can form one in a state with lower filing fees. They’re only $300 here in Texas, for instance, and you don’t have to live in TX to get one. In your position, I’d be asking a qualified attorney with experience serving real estate investors (and managing SoloKs) for some personalized legal advice. I can’t give that in a public forum, but I will tell you I love the SoloK for RE investors and have used one for my own investments. I actually recently wrote an article here on BP on SoloK compliance–you can check that out by clicking my author name at the top of this page. That will take you to all of my articles for the BP blog. You’re wise to be considering using a Self-Directed SoloK to make investments. There are tons of perks, especially in the tax area, for doing so. I’m so sorry to hear about your husband. That’s a level of grief most people can’t understand until they experience it, and it’s heartbreaking to hear that. But you’re obviously very resilient and a fighter. It is up to you, but you’re on the right path because you’re getting educated on how to improve your investment portfolio, financial independence, and legacy of your loved ones. Please let me know if you have additional questions or how I can be of support to you. You can do this!
    Carrie McPeek from Sanford, NC
    Replied 12 months ago
    I thought LLCs were a little more simple, but I don’t understand the LLC being anonymous. It is obvious that I need to understand more before something is done by me. Thanks for your posts Scott.
    Scott Smith Attorney from Austin, TX
    Replied 12 months ago
    Hi Carrie, LLCs are as anonymous as they are structured to be. If you named your LLC “Carrie McPeek LLC,” and formed it as a single-member LLC, there wouldn’t be much anonymity. But a Series LLC gives a level of anonymity in a few ways. The first, as mentioned in the article, is by separating your assets from one another and you personally. Next, any LLC offers greater anonymity than a property owned in your name. Suppose an incident occurs at your property and a pissed off tenant/guest/someone else wants to sue over it. The first thing they–or in reality, their lawyer–will do is check out who owns the property by performing a public records search. If the address is tied to Carrie McPeek, you’re on the fast track to Lawsuit Lane. If the owner is an LLC (named to preserve your anonymity), you’re more protected. Even if the potential plaintiff is SURE you own the property, they won’t be able to prove it in court. It doesn’t matter what they think. What matters is what can be proven. Also, as I said in above comments, opposing counsel will see this structure and usually not even bother. It stops lawsuits before they’re even filed. The Series LLC is more powerful from an asset protection standpoint because there are methods for piercing an LLC. If you have multiple properties inside of an LLC and someone sues over one, all of the properties are at risk. But if they’re nicely separated into Series, the very worst case scenario is that only the one property in that particular Series is at risk. Does that make sense? Finally, you can use Anonymous Land Trusts in conjunction with the Series LLC to solve that problem. If you’re interested in the details of how this works, check out my previous article on disguising company ownership with a land trust. Together, Anonymous Land Trusts and a Series LLC are a mighty asset protection system: https://www.biggerpockets.com/renewsblog/anonymous-trusts/ There are additional steps you can take to preserve your anonymity, like designating someone to sign documents for you so your signature doesn’t even appear on these documents, or corporate structure arrangements, as well. Don’t worry that you don’t know everything there is to know about SLLCs, anonymity, and asset protection. That’s what us professionals are here for: to help you understand your options. I’d hate to see an intelligent investor, especially one wise enough to know what they don’t know, believe they shouldn’t protect their assets simply because they don’t know all the nuts and bolts. If you have any more questions, I’m here to help! The law favors the proactive, particularly in asset protection. And you’re on the right track by learning about what you can do to protect your assets. Feel free to follow up if you need any more clarification. Thanks again for reading!
    John Barnette Investor from San Francisco, California
    Replied 11 months ago
    Ok all sounds good but…always something right? Tax records in San Francisco will show a transfer of title from me to xyz LLC and here it shows if a sale transfer or ownership structure transfer. They collect a tax on sales but not moving to and LLC, trust, etc. So any competent person will be able to figure out who the owner is Also mortgages are recorded and can be seen by investigative folks pretty easily. And what if you have some level of physical connection to the property and/or tenant? How can you claim in court that you do not own it or the trust that owns it? I guess it you purchased as xyz trust with non conventional financing, set it up in Texas, etc. Hired a management company who would maintain a tight lip, even if questioned in a court, did not talk with tenants and did not visit the property without a disguise, etc. I get the concept and like it ( I think) but not sold on effectiveness. At least in my case where john Barnette owns, manages, screens tenants and leases, mortgages, etc a portfolio of properties. I have seen on BP and discussed in REI networking both sides of the coin regarding legal protection. I want to believe it, but am still skeptical. Oh and I am a Realtor as well… So much for being anonymous. Thanks for your discussion. And I am a potential client.
    Amy Tracey from 19067
    Replied 5 months ago
    John Barnette – I have the exact same questions that you just posed. It does not make sense to me how you can remain anonymous especially if you financed under your personal name which I plan to do. Also how would you transfer your assets to the SLLC without having penalties from the bank as it’s essentially a transfer of ownership. @ScottSmith Would love to get your thoughts on this.
    Brianna Jackson from Houston, Texas
    Replied 11 months ago
    Great information! A few questions, I have already formed a single member LLC before learning about the SLLC….is it possible to simply change my current LLC to a SLLC or would I have to create and entirely new LLC as a SLLC? I am living in Texas and plan to invest here as well, btw. Also with regard to anonymity….I shouldn’t have my LLC/SLLC’s name or anything posted anywhere thats linked to my personal name? ie my bigger pockets profile, business cards, what about banking? I got my business credit through my personal NFCU account so I am the guarantor for the LLCs account….is this all a bad thing? Should I start making changes?
    Amy Tracey from 19067
    Replied 5 months ago
    @BriannaJackson – Great question about establishing business credit through your personal account and having to be the guarantor for the LLC. I am also curious about this. @ScottSmith – are you able to answer Brianna’s question or recommend a forum/blog that covers this?
    Jnon Griffin from Carbon Hill, Alabama
    Replied 11 months ago
    If you already have a LLC, is there a way to change it from a regular LLC to a series LLC? I have started purchasing buy and holds and before I get too far into it with them all under this professional LLC, just want to see if there is something else I can do?
    Jnon Griffin from Carbon Hill, Alabama
    Replied 11 months ago
    Scott, are you taking new clients?
    Scott Smith Attorney from Austin, TX
    Replied 11 months ago
    Hello! For everyone that requested information on the best states for forming LLCs/Series LLCs, this article is now live. As usual, feel free to hit me up with any questions or comments. Just posting here because I got a LOT of requests for this content. Thanks to everyone for reading and keeping up these awesome discussions! Check out the latest BP article here: https://www.biggerpockets.com/renewsblog/best-states-form-llc
    Scott Smith Attorney from Austin, TX
    Replied 11 months ago
    Edit: LINK FIX For real this time, check out the latest BP article here: https://www.biggerpockets.com/renewsblog/best-states-forming-llcs/
    Christy Browning Real Estate Investor from Denver, Colorado
    Replied 11 months ago
    Hi Scott, this is an amazing article, thanks so much for posting and all of the thorough replies to the above questions!
    Umer M. Chaudhry Investor from Clifton, New Jersey
    Replied 11 months ago
    Great Article Scott. I have been reading into (S)LLCs for a while now. It fits great my business model, however; I was surprised that most of the attorneys I talked to, didnt even know about them. The ones that did, they discouraged them. Few questions based on my conversations so far, 1. Can we form these in NJ? 2. If we cannot, for a property to do business in NJ, doesnt it have to be held under LLC registered in NJ? 3. According to some attorneys, (S)LLCs are very new. So, there is not enough track record of how they will actually protect ones interests in court of law. Your feedback is greatly appreciated :). Thanks.
    Don Ireland from Holts Summit, Missouri
    Replied 11 months ago
    I’ve always been under the impression that if an out-of-state LLC owned rental property, there wohld be an issue when the need arises to take the tenant to court. So how can a TX LLC (or a series of that TX LLC) own rental property in another state? In my case, the rental property would be in MISSOURI.
    James White Real Estate Professional from Lutz, Florida
    Replied 10 months ago
    Great article Scott! Question please. I live in Florida and plan to invest in properties located in Florida and Pennsylvania. You note earlier that Series LLCs are not permitted in Florida. Would it make sense to create Series LLC in Pennsylvania for practical reasons, or are the three states you mention (TX, DE and NV) clearly superior? Thank you and best regards.
    Scott Smith Attorney from Austin, TX
    Replied 6 months ago
    The main reason I am so partial to Texas is that it has great laws supporting it’s protections and is very cheap. Each state will have different requirements, so you can shop and find the one that fits you best – I personally find Texas the best mix of protection and expense.
    Ryan K. from Pittston, Pennsylvania
    Replied 10 months ago
    Scott, Could I take my regular LLC and convert it into a Series LLC? Is that possible? I live in PA.
    Scott Smith Attorney from Austin, TX
    Replied 6 months ago
    Sorry for the VERY late reply. The Series LLC requires specific language to be used upon formation for it to be used effectively, so you would need to have one created separately from the LLC you already have.
    Ryan Stover from Orange County, CA
    Replied 7 months ago
    I finally found what I needed! A Series LLC to house all of the other LLCs. I’ve been told to have just one LLC per property. I may try doubling up, two properties per LLC… Also, I am interested in applying for a business credit card, but I didn’t know which LLC to do this on, so I should do it on the Series LLC’s Business Name. I plan on filing in Nevada, hopefully California doesn’t mind as I am a resident in the Golden State. Thanks a bunch Mr. Smith, Ryan
    Scott Smith Attorney from Austin, TX
    Replied 6 months ago
    You are very welcome! If you are investing out of California I would recommend looking into the Delaware Statutory Trust. Even if you form an LLC outside of California, the fact that you live in California is enough for them to hit you with the franchise tax. The Delaware Statutory Trust works much like the Series LLC in regards to allowing you to separate your assets into smaller “trusts” within the DST, and with it’s status as a trust you will not be charged the franchise tax. I will be uploading an article on the DST in the near future.
    Jeffrey Burke Long Rental Property Investor from Newport Beach, CA
    Replied about 1 month ago
    I think it might depend on how many properties one owns. I think the cost with LLC some this and that fees to file and every year $800 in cali i believe is quit pricey versus an umbrella policy?
    Scott Smith Attorney from Austin, TX
    Replied 9 days ago
    Insurance is limited because it only protects you from one type of liability: accidents/negligence. Insurance doesn’t protect you from any part of the sale or acquisition of a property (e.x. Somebody wanting to sue for you backing out of a bad deal or accusing you of selling them a property with defects like unknown termite damage). Insurance also doesn’t protect you from misunderstandings, especially those made in writing and email. What happens in these misunderstandings is that something goes wrong either in the sale or after, and then they sue you for some statement you made that they “misunderstood”. That lawsuit is a claim for fraud, and that’s what fraud typically is...a misunderstanding and someone being “injured” and wanting to hold the other responsible for it. Insurance never protects you from these kinds of claims and they happen all the time. So in regards to asset protection it isn't "either/or," but "both/and." Insurance has great benefits, but does not completely protect you. The LLC will help cover any gaps left by insurance either excluding something from their policy or refusing to pay a claim through providing a stop-gap between the law suit and your other assets (personal and professional.) If you are concerned about the absurd costs in California, as you should be, I have you covered. There is an entity called the Delaware Statutory Trust that is not charged the additional franchise tax of the LLCs, but it will still provide you liability protection. You can read more about that entity in this article: https://www.biggerpockets.com/blog/california-real-estate-investors-delaware-statutory-trust
    Conner Pine
    Replied 10 days ago
    Scott, great and well written article. There is one point though on which I'd like clarification. In your article, you state if I place my property into a Series LLC and I am sued personally that my property is not subject to seizure. This doesn't quite make sense to me. Notwithstanding the legal fiction of corporate separateness, I would still own the membership interests of the Series LLC which would own the properties in this hypothetical. So, if I were sued in my personal capacity, wouldn't my LLC interests be subject to seizure? And since whoever owns/possesses the LLC interests would own the entity which owns the property, technically the LLC member would then own the properties, and thus if I were sued in my individual capacity, my properties would still be subject to seizure. Perhaps you could provide some clarity on that point.
    Scott Smith Attorney from Austin, TX
    Replied 9 days ago
    This would be when a charging order comes into the picture. Let's look at a hypothetical situation: I have my properties properly structured inside of an LLC. And out of the blue I got into a car wreck which results in a judgement against me because it exceeded the limits of liability of my auto policy. Now they have tried to record that judgement against my LLC. Can they take it? The answer is no. This is part of the protections that an LLC gives you. It allows you to be able to know that your assets are gonna be protected from the personal actions that you take in your day to day. You’ll know the exact laws that’ll happen inside of your particular state. Because it’ll be under the heading of what’s called a charging order. In most states, the way it works is that they can’t take your membership interest in the LLC, they can’t take over a management function, they can’t force you to sell the assets of your LLC. What they can do is put a lien against your LLC. So that way, if there’s any distributions from that LLC to you that it goes to your creditors. There’s ways around this if you ever end up in that situation. One of the ways that we would think to do that, is by selling your interest in the LLC to another party. But you always want to keep that in mind with what’s gonna happen in your particular state. With what’s known as the charging order. Look it up, make sure you know those laws whenever you’re setting up your LLC to know exactly what the limits are of your liability there before you end up setting up your structure.
    Lee Johnson Flipper/Rehabber from Sterling, VA
    Replied 9 days ago
    Great article and many thanks for sharing. I'm not an attorney by far and just wanted to know if the Series LLC has been tested in the courts. I would hate being the first.
    Scott Smith Attorney from Austin, TX
    Replied 8 days ago
    There is a misconception that the Series LLC is a new entity. It is not. It was first created in 1996 in Delaware, over two decades ago. While the Traditional LLC is more established, it is not much “older.” The Traditional LLC first became available in Wyoming in 1977, but most other states did not follow suit until the 1990s. The next state was Delaware, which enacted LLC legislation in 1995, followed by California in 1994/5. It was not until 1996 that all states had an LLC option. The same year, the Series LLC was statutorily created. So it’s interesting how people quickly fall in love with the Traditional LLC thinking it’s been around forever. But the reality is that after the creation of the LLC in most states, the Series LLC immediately came into the game. Just one year after California codified the traditional LLC. Series LLCs have been used for over two decades and continue to grow in their popularity and use because of their functionality and liability protection - so no fear, you would not be the first!
    Ben Richards Rental Property Investor from Austin, TX
    Replied 9 days ago
    Great article, I was not aware of this type of LLC. I'm a newbie investor in Austin and I need to connect with an attorney that understands the needs of investors. Let's connect Scott!
    Scott Smith Attorney from Austin, TX
    Replied 8 days ago
    Sounds good! Sent you a colleague request.
    Corey Pogue
    Replied 9 days ago
    Scott, to clarify (I've read most of the comments and responses), the key to success with these is the structuring so that the Series is a pass thru. I assume that means that they are single member LLCs and therefore disregarded in order to show up on a Schedule E of a personal tax return. I live in Missouri which also has the series LLC entity available.
    Scott Smith Attorney from Austin, TX
    Replied 8 days ago
    It really does depend on what your investments look like. I work with many investors who have some of their child series set up as pass-through, while others they may conduct as a joint-venture child series or even have taxed as an S Corp. The Series LLC is flexible, as long as you file it correctly to house these functions. The initial setup can dramatically impact how the Series LLC can function moving forward.
    Soh Tanaka Property Manager from Grayslake, IL
    Replied 9 days ago
    Two things to think about. Since different series is a different company, you have to have a different books, debit cards, credit cards and check books. This gets too much very quickly, if you try to have one series LLC per property. Another thing is, at least in IL, you can easily see what the other series are, so there's really no anonymity.
    Scott Smith Attorney from Austin, TX
    Replied 8 days ago
    While the concept is correct, you don't actually need to have different accounts for each child series. Many Series LLCs are operated under a single bank account and EIN. The important factor is that you have the burden of proof in court that these entities function independently, but with proper earmarking on today's software that can be accomplished through the same bank account. It is arguably easier to track funds when you aren't juggling 8 different checking accounts, but instead everything goes through a single account and you get in the habit of earmarking. Many of the situations that people end up comingling funds is because they grab the wrong card or they accidentally transfer funds from the wrong account. If it is all in the same bank account and the judge wants to review your financial documents it will be easier to grab a single statement than to compile documents from multiple LLC accounts. It is common to believe you need multiple accounts to run a Series LLC, and some do for special circumstances (such as taxing one child series as an S Corp,) but the actual requirement is to prove they can run independently. Most Series LLC do not provide anonymity by default, but you can introduce anonymity through the use of Land and Agent Trusts. (https://www.biggerpockets.com/blog/anonymous-trusts) The Land Trust can be implemented at the property level to remove your name from public record on that individual property, and the Agent Trust can accomplish the same function at the level of the LLC. It takes some more effort, but the Land Trusts are especially useful since they can also assist with obtaining better financing and roll into any future estate planning easily.
    Gulliver R. Rental Property Investor from Seattle, WA
    Replied 9 days ago
    Scott, thank you for this article! Question for you: let’s say a brand new investor has 1 rental property in a traditional LLC and he’s looking to get a second rental property with a partner investor (50/50 split arrangement), do you recommend they get that rental property under a traditional LLC or Series LLC?
    Scott Smith Attorney from Austin, TX
    Replied 8 days ago
    Great question! It depends on what you are trying to accomplish. If you just have the two deals (one personal, one joint,) it may be simpler to just keep them in their own LLCs. However, if you intend on growing your operation it might be a good idea to transition into a Series LLC. The Series LLC can house both your individual deals and joint ventures in "child" series, so you don't have to run around forming new LLCs to remain protected in all these different ventures. The Series LLC will generally cost you more to establish; however, you will end up saving money on annual filing fees and don't have to pay for each additional LLC from that point on. This article explains asset protection from a birds-eye view, so you can get a feel for the strategy involved: https://www.biggerpockets.com/blog/pillars-asset-protection-real-estate-investors
    Lisa Ellen Hasher
    Replied 8 days ago
    Is a Series LLC the same as a Holding Company (LLC)?
    Scott Smith Attorney from Austin, TX
    Replied 8 days ago
    An operations company is actually just a Traditional LLC that is only used for the use of running an investor's operations, but it doesn't actually own any property. A Series LLC is only able to be formed in a few states (though it can operate in all 50,) and is best used side-by-side with an operations Traditional LLC. You would create the Series LLC to hold each asset in a different "child" series to separate the liability of one property from another. Then you would use the operations Traditional LLC to run the highest liability actions of your investments (paying contractors, collecting rent, signing leases, etc.) but would not give it any properties. In this way the Traditional LLC (which only holds some liquid assets) is the most likely to be sued, but is more expendable than any of your properties. This article explains it in a bit more detail: https://www.biggerpockets.com/blog/pillars-asset-protection-real-estate-investors
    Howard Sklar Investor from Aurora, Colorado
    Replied 5 days ago
    Scott: Much thanks for the info....really, super valuable as R.E. investors work way too hard to not be protecting the "fruits of our labor" in the best way possible!! Some Questions: 1) Is there a risk of triggering a due on sale clause (from existing mortgages in place) with changing the current ownership structure to incorporate a Series LLC? 2) Is there much added headache in selling a property held in an anonomous land trust within a series LLC structure? RSVP & thanks in Advance! Howard
    Scott Smith Attorney from Austin, TX
    Replied about 8 hours ago
    Hey Howard!, By using the Anonymous Land Trust you are actually avoiding the Due on Sale Clause entirely. The Land Trust is actually considered an Inter Vivos Trust [estate planning tool,] and is excluded from the DOS clause thanks to the St Germain Act. In regards to the sale, since you are the Grantor of the trust it is very easy to handle during a sale. The LLC is not technically the owner of the property, it is only a beneficiary, and so you are primarily working with the Land Trust during a sale - not the Series LLC. Thanks for the question!