Series LLC legislation in Arkansas

20 Replies

There is a good chance that Arkansas will soon join a growing number of states that allow the creation of Series LLCs.  The legislative package of the Arkansas Bar Association is supposed to include that legislation, and it sounds like it has widespread support and is considered noncontroversial.  

I am by no means an expert on Series LLCs, but a Series LLC should make it easier and less expensive to set up separate entities to segregate assets or groups of investors. You set up a Master LLC and then have a streamlined process for setting up and maintaining different "series" under the master LLC, with each series being the rough equivalent of a separate LLC. I had been thinking about using that structure but wasn't thrilled about needing to set one up in another state in which I do not do business and in which I do not know the attorneys. This will make it more convenient for those of us in Arkansas who might want to use a series LLC instead of setting up multiple LLCs.

I've never heard of that before...learn something new everyday!  So just curious @Mark Rogers, do you know how tax filing would be handled?  Would each individual "series" file it's own return? 

Can I say "it depends"? :)   I think you would have the flexibility to set it up so that one tax filing for the master could cover all of the "cells," or if you elected a different type of tax treatment for a particular cell, it would probably file its own return while the rest were covered by the master filing.  I haven't set one up or used one so haven't had to figure out that part yet.

Mark, this info regarding Series LLCs is quite interesting.  Your post was approx 2 months ago. Have there been any new developments?  Do you have an idea when this legislation might come to the floor? Or better yet ...for now, is there a place where we could read the proposal...a website, url or something that you could share?  We appreciate your input!  Thank you!

Sami Richter...Real Estate "newbie investor"

@Luke Lanier The way that we do the accounting for our series LLC is we have all of the income from the several LLCs flow to the main LLC and then that is the one that files a return. It really minimize the accounting fees but it increases the bookkeeping fees because of the extra time to account for everything correctly in each LLC.

Our series LLC is based out of Delaware.

@Sami Richter , I am not aware of any new developments.  It is my understanding that the Arkansas Bar's legislative package will be presented at the next General Session, which begins in early 2019.  I probably should have included a more robust disclaimer of what "soon" meant :)   I do not have a link to a copy of the version of the bill that the ABA will recommend.  I suspect that will also become more readily available in early 2019.   Welcome to the local community of investors!   Hopefully, you'll get some good experience and be ready to drop the "newbie" part of the investor label soon.  Since we bought our first investment property last year, we are probably still "newbies" too, but it's snowballing nicely and exceeding our expectations, so enjoy the ride!

@Beau Fugitt , Good timing on your search. The bill is pending to allow the formation of series LLC's in Arkansas. HB1611. So far, so good. Here is a link to the bill: HB1611

Update on HB1611 the allows the creation of series LLCs. Both the Arkansas House and Senate have passed the bill and it was certified by the chairs of both houses 4/2/19 and should be signed by Gov. Hutchinson within the next five days.  This is a noncontroversial bill that was passed with 100% of the Senate voting for and in the house there were no votes against although there were some reps not voting so it was not a 100% vote for as in the Senate.  Once signed by the Governor it is set to take effect October 1, 2019.

The Arkansas Protected Series LLC does not have charging order protection for single-member LLC's but it is possible for husband/wife and other multi-member LLCs. As far as the CPA income question above there is a little extra cost in the way books are set up to be able to account for each child series separately. Single-member LLCs are disregarded entities that flow onto the member's return, not separate returns, multi-members are taxed as partnerships, and any can elect c or s corporation treatment. The act allowed entities as of October 1, 2019, but the Secretary of State will not have forms until January 1, 2020.

I am looking for an attorney to help me set up a series LLC in Arkansas. The series LLC is so new in Arkansas I do not want to pay an attorney to learn about a series LLC. I want someone that is well versed and has established series LLCs in Arkansas. Is there anyone on here that can help? Thank you in advance.

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