All Forum Posts by: Brian Bradley

@David Morton you can contact myself or @Scott Smith we are both AP Attorney's that specialize in AP for REIs and represent clients nationwide. Listen to podcast 109 on BP. It is good to start off right and set yourself up with a strong team (Legal, CPA, Agents) from the very beginning. 

I see you are from FL. We have lots of FL clients. This forum is not so much a team building forum as it is specifically for education in AP and how to go about it, and what it is etc. But thank you for contributing. 

The same goes for Washington State. See RCW 25.15.126. Though Washington State does not have a statutory Series LLC to create in the state, it does recognize the internal liability shield offered by LLCs on its members.

So, though Washington does not have a Series LLC, the State of Washington does recognize the internal liability shield principle, and that is what the courts would be looking at if you created an out of State Series LLC lets say in TX or NV or DE, and owned a property in WA and were sued in WA. The personal liability shield of the Series LLC would still be upheld so long as its formalities were followed. Just like a standard LLC.

The same goes for Washington State. See RCW 25.15.126. Though Washington State does not have a statutory Series LLC to create in the state, it does recognize the internal liability shield offered by LLCs on its members.

So, though Washington does not have a Series LLC, the State of Washington does recognize the internal liability shield principle, and that is what the courts would be looking at if you created an out of State Series LLC lets say in TX or NV or DE, and owned a property in WA and were sued in WA. The personal liability shield of the Series LLC would still be upheld so long as its formalities were followed. Just like a standard LLC.

@Joseph M. It’s leverage you have that you did not have and did not work for. It’s free. Now to use it might not be. But the home liability is on one report and the equity is on another. The equity you use is an asset. The mortgage you is a liability to you but the banks asset. It’s a matter of leverage and using it. And a HELC is a lot better then a HEL. The HELC you can choose how much you want to use and is great leverage for short term investments. You will pay interest. But you now have 40-100k you never had before.

In regards to Series LLC's and states that recognize them or not, we have discussed that the issue comes down to each specific state recognizing the "internal liability shield."

For the State of Oregon recognizing internal liability shield. The long end of the story is YES, Oregon does by statute recognizes internal liability shield for owners / members of an LLC. So even though Oregon does not have a Series LLC, the state of Oregon does recognize internal liability shields. see OR statute below to be comforted.

ORS 63.165(1)(2)

(1)the debts, obligations, and liabilities of LLC, whether arising in contract, tort or otherwise, are SOLELY the debts, obligations and liabilities of the LLC. A member or manager is NOT PERSONALLY LIABLE for a a debt, obligation or liability of the LLC solely by reason of being or acting as a member or manager.

(2)The failure of a LLC to observe the usual formalities or requirements relating the exercise of its LLC powers or management of its business is NOT a ground for imposing personal liability on the members or managers for liability of the LLC. [1993 c. 173 section35; 1999 c.86 section 10.]

In regards to Series LLC's and states that recognize them or not, For the State of Oregon recognizing internal liability shield. The long end of the story is YES, Oregon does by statute recognizes internal liability shield for owners / members of an LLC. So even though Oregon does not have a Series LLC, the state of Oregon does recognize internal liability shields. see OR statute below to be comforted.

ORS 63.165(1)(2)

(1)the debts, obligations, and liabilities of LLC, whether arising in contract, tort or otherwise, are SOLELY the debts, obligations and liabilities of the LLC. A member or manager is NOT PERSONALLY LIABLE for a a debt, obligation or liability of the LLC solely by reason of being or acting as a member or manager.

(2)The failure of a LLC to observe the usual formalities or requirements relating the exercise of its LLC powers or management of its business is NOT a ground for imposing perusal liability on the members or managers for liability of the LLC. [1993 c. 173 section35; 1999 c.86 section 10.]

In regards to Series LLC's and states that recognize them or not, we have discussed the issue comes down to each specific state recognizing the "internal liability shield."

For the State of Oregon recognizing internal liability shield. The long end of the story is YES, Oregon does by statute recognizes internal liability shield for owners / members of an LLC. So even though Oregon does not have a Series LLC, the state of Oregon does recognize internal liability shields. see OR statute below to be comforted.

ORS 63.165(1)(2)

(1)the debts, obligations, and liabilities of LLC, whether arising in contract, tort or otherwise, are SOLELY the debts, obligations and liabilities of the LLC. A member or manager is NOT PERSONALLY LIABLE for a a debt, obligation or liability of the LLC solely by reason of being or acting as a member or manager.

(2)The failure of a LLC to observe the usual formalities or requirements relating the exercise of its LLC powers or management of its business is NOT a ground for imposing perusal liability on the members or managers for liability of the LLC. [1993 c. 173 section35; 1999 c.86 section 10.]

@Johnny Duke I am an OR attorney and AP attorney for REIs. We use Series LLC's and set them up in TX, NV, or DE. Right now we prefer TX. Even though OR does not have a legislative Series LLC it does not mean that you can't act like any other business that exists in the world and pick the State that you want to establish your company in, and then do business as usual. That means starting your LLC or SLLC in a asset protection friendly state like the ones mentioned above, and then looking for deals and investing as usual, then purchasing those properties in your own personal name to get a better financing rate, then transferring those properties into your business structure via you legal trust which is a member of the business. This is what we set up for all our OR and WA clients and clients nationwide. You pick better AP jurisdictions and benefit from them. Where you own properties might change as you find deals. What the evaluation for the Series LLC is not if the state you live in has one, it is if the state you are going to be sued in (where the property / injury occurred) recognized the internal liability shield.

Flipping is the perfect business for Series LLC as you place each new project in its own Series under the parent company. And still have one streamlined tax filing making maintenance and the mechanics of it quick and easy. While protecting and separating other assets.

@Thomas S. a house is not an asset but a liability if you do not know how to use leverage and the free money it gives you. Thats the point of Robert K in saying that. Most are taught wrong that just having a house with a mortgage is an asset. In this situation it is a asset only for the bank and a liability for you the owner. BUT, if you use its equity and leverage it, then you now have an asset and money to invest and hence an asset. Depends on its use. Another way to say what @Jay Hinrichs is saying. And the house hacker is another way to turn your liability into an asset. Just have to shift your mindset. 

@Matthew Sloan Look into the Series LLC. I am an AP attorney and we do this for clients like you nationwide. We affiliate with @Scott Smith who is on BP and was on podcast 101, he is based in TX. Podcast 101 is great information on AP and the Series LLC. Never do this yourself / DIY. Get a lawyer and talk to your CPA. I have never seen a DIY LLC or anything legal done correctly. You will not know the words or clauses to use in the initial filing where AP starts then what to include and change in the operating agreements. How to set up and link a legal trust as a member to your SLLC so that the transfer of properties into your company is done smoothly and correctly without issues with lenders or banks, etc etc, same reason you don't DIY your own medical issues. Blogs and youtube videos are not legal experts and CPAs who do this for a living. It is all in the detail with AP. Not all in the cooky cutter copy past forms. @Ryan Blake a little research will not help him DIY it. If you are planning on creating an business and a system / structure, part of your budget should be using your team and getting thing done correctly from the very beginning.