Foreign Series LLC in Non-series State

[Danny Scott]

Hello there,

Looking to create series LLC in Nevada (series state) for rentals located in NC (non-series state), and register in NC as foreign entity.

Since NC does not recognize series LLC, I'm concerned that NC does not recognize the "internal liability shield" for child series granted in Nevada.

I hear conflicting opinions about if non-series state is required to recognize and respect legal structure and "internal liability shield" for each child series of a foreign series LLC. Articals here and here show uncertainties, some say simply adopting fictitious name for the child series will do the trick, and post like this  and this confuse me more, seems like none of them give clear answers, didnt find any litigation case either. 

Regardless of how careful we establish and maintain a series LLC, if non-series state might not honor/recognize legal structure and inter-Cell protection of a foreign series LLC in the court, what's the point of setting up series LLC in the first place? Certainly dont wanna find out the hard way.

Any litigation examples? Any thoughts?

Thank you.

[Richard Bechtol]

Another thing to keep in mind is that simply holding an asset within a state in many states would not be considered "doing business" and thus the Series LLC would not need to be filed as a foreign entity within that state.