Series LLC as a Holding Company

[Matt Quock]

Hi all,

I am hoping to get some clarification on how you can structure a Series LLC as a holding company that owns traditional LLCs within it. I understand a Series LLC provides the option for multiples "cells" that each act as their own LLC.

But... from what I gather, not all states (including WI, where I intend to purchase properties) have laws or cases that recognize Series LLCs or "cells" within a Series LLC. In theory, this could potentially eliminate any separation of liability between the "cells" within a Series LLC.

Is it possible / how would I structure a Series LLC (formed in TX, for this example) to accomplish the following:

1) Act as a holding company for traditional LLCs formed in WI for properties located in WI

2) Form "cells" within the Series LLC for properties in other states

In this example, would each "cell" need to register as a foreign entity in states outside of TX or only the Series LLC?

Thanks!
Matt