The 3 Best U.S. States for Forming LLCs or Series LLCs

by | BiggerPockets.com

If you’re reading this, chances are you’re already hip to the benefits of forming a limited liability company (LLC) to manage your real estate investments. But you may not know that not all LLCs are created equally. How beneficial your LLC structure is to you depends heavily on the state where it is formed. Thankfully for us investors, you don’t have to actually live in the state that your LLC is formed in. So, you’ve got choices.

And you’ll want to choose wisely. Each state has its own restrictions and benefits on the formation and operation of LLCs. Some of these are legal, operational, or even tax-related. While there may be certain benefits to forming an LLC in your state of residence, they are but a fraction of the rewards you can reap from operating in a pro-business state, such as Texas, Nevada, or Delaware.

As with most things, there is no one-size-fits-all solution. This article will compare the benefits you can reap from forming your real estate LLC in these three states. You can use this information (along with the advice of your attorney) to determine which protections you need most—and therefore which state will be the best for you to form your LLC in. Please be aware that the information in this article applies to both traditional LLCs and the series LLC. If you’re not sure about the difference, check out my previous BiggerPockets article comparing the traditional and series LLC. Though I’ll use “LLC” throughout the article, understand that these three states are also great options for forming series LLCs.



Related: 4 Different Types of LLCs and the Ways They Pay Taxes

The Benefits of Texas LLCs: Simple Management & Low Regulation

Full disclosure: I’m a resident of Texas and can confirm that we do indeed do everything bigger here. LLC benefits are no exception. The primary perk of forming your LLC in Texas is that you won’t have to pay burdensome management fees. You may manage your LLC yourself, or even better, with the guidance of your attorney and CPA. Not having to worry about management fees simplifies bookkeeping, allowing you to concentrate more of your efforts on building up your business.

Limited liability companies are required to produce a significant amount of legal documentation to be fully covered from an operational standpoint. A common example of legal documentation is taking meeting minutes. But if you form your LLC in Texas, you aren’t required to spend your time and money on these annoying (and often unnecessary) details, but you still get your legal protections. Those protections include the liability protections that are vital for a solid asset protection plan. The Texas LLC can make your life infinitely easier and also improve your chances of beating a potential lawsuit. The LLC is a critical part of asset protection that real estate investors can’t afford to ignore.

As far as LLC laws, which vary from state-to-state, Texas is very hands-off. The low level of regulations can make the Texas LLC a very attractive option for real estate investors. The Texas series LLC enjoys all of the same benefits listed above. But the Lone Star State is not your only option. Let’s talk about Nevada.

The Benefits of Nevada LLCs: Privacy & Taxes

The major benefits of a Nevada-based LLC are twofold: greater privacy and lower tax costs. You know the PR campaign about how “what happens in Vegas stays in Vegas”? Well, it’s as applicable to LLCs as it is to wild parties, torrid affairs, and gambling. LLCs formed in Nevada aren’t required to disclose the names of their owners. So you get total anonymity, which will help protect you from lawsuits. And you don’t even have to move to Sin City to enjoy that.

Note From the Legalese Translator: Anonymity is possible in any state—not just Nevada. Savvy investors can use Anonymous Land Trusts in conjunction with their LLC structures to enjoy additional anonymity and stronger asset protection. Any investor can take advantage of this structure, no matter which state they live or choose to form their LLC in. Investors based in California may want to do additional research about the Delaware Statutory Trust, which offers many of the same benefits of an out-of-state series LLC, while also providing a way around the California Franchise Tax (an $800 annual expense at the time of this writing).

But you should be aware that the LLC alone will not protect you from lawsuits. It’s a vital component of an asset protection plan, but on its own will be insufficient. The anonymity factor does, however, beef up the liability protection conferred by this type of LLC.

The second, and for many investors most compelling, benefit of a Nevada-based LLC is the tax treatment. If you form your LLC in Nevada, you don’t have to pay any state taxes whatsoever. You will have total freedom from both corporate and personal taxes.

You don’t have to move to Nevada, but in-state residents do reap some additional benefits from a Nevada LLC for the tax reasons mentioned above. But if you do, I’m sure you’ll acclimate to the sweltering heat in no time. If not, you can use some of that money you’ll be saving on taxes for desert garb and an industrial-grade AC. But if you can’t handle the heat of Texas or Nevada, there’s always good old Delaware.

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

The Benefits of Delaware LLCs: Judicial  & Operational Perks

Delaware is our final famously pro-business state. It offers a unique legal protection in the form of a Chancery Court. The judges who have authority over this court have a reputation for being favorable to business owners. After all, they are all specialists in business law specifically.

Now, a favorable court isn’t a crooked court. Just because these judges are known to side with business owners doesn’t mean you can start getting sloppy with the books. You’ll have to maintain your due diligence, obtain and keep proper legal coverage, and keep accurate records of all of your business dealings. This is all the more reason to have an attorney involved in forming your LLC or series LLC. A pair of legally trained eyes can ensure you’re conducting your operations by the book, and some attorneys even provide compliance services.

If the operational benefits of the Nevada-based LLC appeal to you, you’re in luck. Delaware confers these same benefits to LLC members. For much, much more information than most sane people will ever care to know about this type of entity, you can bone up on Delaware LLC formation and relevant law here.

Bottom Line: Know Your Options for Forming Your LLC or Series LLC

So if you’re looking into forming an LLC or series LLC, take the time to study Texas, Nevada, and Delaware in greater depth. I hope the above information has been a useful primer for you. If you care to add to the discussion or have questions about any of this, dash them off in the comments section below. I’m happy to respond and help out my fellow investors as much as possible.  

If there’s anything else you’d like to learn about LLCs, series LLCs, or asset protection, feel free to let me know about the topics that interest you as well. If you have had experiences with LLCs formed in any of these states, don’t be shy about letting the community know how these structures have worked out for you as well. Thanks for reading!

Which states are you considering forming an LLC in?

Weigh in below!

About Author

Scott Smith

Scott Smith helps clients nationally and internationally from his office in Austin, Texas. With over 5 years experience in the litigation, Scott works on proactively building defense in anticipation of future lawsuits for real estate investors. Scott is one of the few attorneys in the nation that structures companies for maximum protection with minimum taxes.

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34 Comments

    • Scott Smith

      Hey Costin!

      Wyoming is also a good choice–this article just made more sense as a top three.

      The states listed here are excellent SLLC choices as well, but I’ll definitely consider writing an article on the finer points of that subject in the future!

    • Scott Smith

      Hi Elaine! What would you like to know? Were you aware that you can form an LLC in any state? So even if you’re in Florida, the options in the article are still available to you. Feel free to let me know a little more about what information would be helpful to you.

  1. Alvin Sylvain

    California Residents, BEWARE! You can create a corporation or an LLC in California, for a minimum tax of $800 per year (if memory serves.) I do not know what other taxes it has to pay. BUT, if you create your LLC in some other state, ANY other state, and it happens to conduct business in California, it must be registered as a “foreign corporation/LLC”. Guess what the “foreign corporation” pays to the state of California? If you said “the exact same amounts”, go to the head of the class.

    • Scott Smith

      Yes, you raise an excellent point Alvin! If you are from California, or doing business in California (that definition is extremely murky–you could be considered “doing business” in Cali depending on factors like where your LLC members are located and how much income is coming from the state). So there’s a better way for California investors: The Delaware Statutory Trust.

      The DST is an awesome and lesser-known tool that functions very similarly to a Series LLC. I set them up frequently for California investors who want asset protection. As a bonus, it avoids the Franchise Tax (saving the investor $800 come Tax Season).

  2. Dulce Beltran

    I reside in CA and am interested in the series LLC. I am actively looking to purchase a MF unit in TX and have it vestted under the LLC. To my understanding, I would fall under the foreign entity for filling and still pay the $800/yr tax on the (S) LLC in Texas. I am still doing research on the subject. If it’s a (S) LLC and I continue to form child LLC’s will I be paying an additional $800/yr per LLC?

    In the article you mentioned you can create the child LLC document and place in your safe. How would that work as a California resident? And how is it different in TX?

    • Scott Smith

      As a California resident, you may be more suitable for a Delaware Statutory Trust (DST). This is an option that is similar to the SLLC and also happens to be exempt from the $800 franchise tax you mentioned.

      You are correct about the TX SLLC, and while this is a great structure for investors in all other 49 states, California is kind of “special” in this regard. Strict state laws have created circumstances where asset protection for California investors is best done with the DST. Are you aware of this structure? Would you like some more information?

  3. Alvin Sylvain

    @Dulce Beltran, I am no tax lawyer, but I believe that if you are investing in TX and get an LLC in TX, you should be immune from CA taxation. I don’t think it matters that you live in CA, what matters is where the business entity *does business*. So long as your business entity resides (has a physical presence) in TX and owns investments in TX, it should be under TX law, exclusively.

    But I’ll remind you, I am no tax lawyer or tax accountant. Your best bet is probably to find one … in TX!

    • Scott Smith

      Hey again Alvin–fortunately I am a TX lawyer and can clarify.

      If the investor is from California (or even one of several members in a multi-member LLC is), they aren’t immune. The best structure to dodge the Cali Franchise Tax is the Delaware Statutory Trust, which functions much like a series LLC.

      What you said applies to folks in literally every other state. Anyone CAN get a TX LLC, including Cali Residents. Whether that’s the best asset protection strategy for them really is a conversation to have with an experienced attorney.

  4. Alvin Sylvain

    Hi Scott; no, I’d never heard of a DST, so if you happen to have any thoughts of blogging some info about it, I for one would be much obliged.

    I did do a little cursory reading, and it seems Delaware charges $500/year for the privilege. Well, that’s not a great deal less than California’s $800/year Franchise Tax, but I suppose then it comes down to how much other taxes does the business entity have to pay.

    California charges $800 *minimum*, no matter profit or loss, then some progressive scale based on whatever profit. Does Delaware charge a tax on profit, or is that $500 a flat fee?

    Finally — how much do you want to bet that if the DST becomes particularly popular, the California legislature will find a way to lump it in with the LLC and Corporations, thus mandating that $800/year minimum?

    • Eric Chin

      I’m wondering the same too… Can these LLC rules for real estate be applied to individuals for other investments or businesses (e.g. medical profession)? For example, if a medical practice is based in CA, can the LLC similarly be out of state?

  5. Dan Kennedy

    Hi Scott, I am a residential general contractor in Austin TX doing custom builds. I do spec builds either SF or 2-15 unit MF. Plus I bring in investors to do JV projects. I have a number of LLCs formed for each venture and it’s getting over whelming for me and even my CPA to keep up with. It sounds as though Texas is good for setting up LLCs but is there a better way to organize this other than opening a new LLC each time I do another project/deal? Thanks

    • Scott Smith

      Hi Dan,
      It’s always great to hear from a fellow Austinite! I’ve written before about Venture-Specific LLCs and their value. It certainly sounds as if you’d be a great candidate for the Series LLC, and we do live in a great state for forming one. The Texas Series LLC would, in my opinion, be far easier to run as an asset-holding company than multiple Traditional LLCs. It would reduce your number of annual filings (even though it’s no taxes due, this will save time), and you can use traditional bookkeeping. As for when you get a new asset/deal, you can simply create a new child series rather than repeating the entire entity formation process. Child series have the same liability protections as a separate LLC, but the key difference is you can literally create a child series in minutes on your computer.

      There are many additional practical advantages to a Series LLC over continuing to establish more Traditional LLCs. I’d definitely be looking into this entity in your situation. I’ve written about them before hear on BiggerPockets. If you click my name at the top of the article, you can see some of those pieces and educate yourself a bit more on this option. Hope that helps!

  6. Brent Newman

    Hi Scott
    I live in California and have a property in North Carolina.
    I want to put the NC property into an LLC. I was looking into a series LLC because I heard the fees were cheaper than Nevada. Two questions:
    1. Have series LLCs been tested in court?
    2. WhIch LLC will protect me from paying taxes with the California Franchise tax board? I don’t plan to do any deals in California
    Regards,
    Brent

    • Scott Smith

      Hi Brent,

      For California residents, I recommend the Delaware Statutory Trust. It is a structure that actually predates the Series LLC and set the legal precedent. Both have been “court-tested” but tend to deter lawsuits. You see a lot less case law on these entities for two reasons:
      1. They are newer entities. LLCs are well established and universal, with many ways of being pierced.
      2. Use of SLLCs and DSTs tends to stop the lawsuits before they even start. Most attorneys won’t even try to go after assets secured inside of these structures, particularly if you have preserved your anonymity well. The absence of incidents of these structures being pierced is actually a good thing.

      The DST is not liable for the Franchise Tax–you’d get to keep that $800 by using this structure. Unfortunately your residency in Cali alone means you are “doing business” in California, at least in the FTB’s opinion. So a Series LLC is something you could absolutely do, but it would be liable for the tax. The DST may be the better option for you, and is something to certainly ask your attorney about setting up if you’re trying to protect your real estate assets.

  7. Morgan Aiello

    What about an S Corp vs an LLC? I am a newer Realtor and just starting to dive into being an investor myself. I am in California and I know some Realtors who set themselves up at S Corps. Wondering the benefits/downfalls of one vs the other. Thanks!

    • Scott Smith

      HI Morgan,

      I could probably write a whole article on this subject, but I’ll give you the brief version. S-Corps tend to be more complicated and have more legal requirements than LLCs. They can be useful for businesses where employees are salaried, or where asset values or income are very high. For most investors, an LLC or Series LLC is easier to use. But if you have a large group of people running your business, there can be some advantages to the S-Corporation. S-Corporations can be taxed differently than LLCs, but which is best really depends on the investor’s needs and circumstances. I hope that helps!

  8. Dennis Askey

    Hi Scott, great stuff and alot more in depth then I had originally thought. I’m new to this game but want to make it a full time job. I habe one property that I rent out now ( my previous residence), my question is what would be the process of moving my rental out of my name and into a series LLC. I have been told in the past that banks wont allow one to do that? I have a ton of questions, but too many to post here. Is there a book or something that I could read that you could recommend that would explain all the in and outs of asset protection, series llc, trusts, etc.?
    You also mentioned about always having your clients get approved for a loan in their own bame because its easier and better rates. How does it bexome part of the series LLC after that point?
    The
    Dennis

    • Scott Smith

      Hi Dennis,

      Great questions! I’ll hit on as many as I can here. There are many awesome free resources for learning more about asset protection, trusts, and the Series LLC. If you found this article helpful, you may want to bookmark my author page and read through some past posts.
      https://www.biggerpockets.com/renewsblog/author/scottsmith-2/

      Here’s one that answers your question about lending and incorporating an asset financed in your own name into an LLC structure. The short version is you can use a land trust to assist with this type of transfer without causing alarm with the bank. You can read that one here: https://www.biggerpockets.com/renewsblog/llc-lending-problem/

      I hope that helps and provides a good starting point for you. There are, of course, many great resources including the many professionals here on BP. Many of the books on these subjects are pretty heavy on the legalese, which is one reason I write about these topics in plain English. Thanks for reading!

  9. Kim f.

    Thank you Scott! I was also wondering about the WY LLC, and what the different fees may be for forming LLCs in the different states. E.g., Alvin’s example about the $500 fee for Delaware. I’m also a CA resident with properties in other states, and I’m assuming that the benefit of the Delaware trust (as far as avoiding the CA tax) is that you can have multiple properties in the trust and only pay the $500 fee once vs. paying $800 per LLC. Is this correct? If so, how are the different properties within the Delaware trust separated from each other for liability protection? Thank you so much for your insights!

  10. Kim f.

    Also, I’ve been told that you can form LLCs in various states as flow-through entities “disregarded for tax purposes”, pay your income tax on earnings from those properties on your Schedule E, and CA will never know that those LLCs exist so you don’t have to pay the $800/year fee. I’m wondering what your opinion is on that strategy?

    • Scott Smith

      Hi Kim,

      You’re correct about the first part. LLCs can be pass-through entities, a topic I just wrote about for BP that was published today. You can read more about this type of tax treatment here: https://www.biggerpockets.com/renewsblog/pass-through-entities-real-estate-investors/

      You’re also correct that earnings and losses from these entities are reported on Schedule E of your personal tax return. However, the idea that you can create them and Cali will never know is one I can’t really endorse. Did an attorney advise you to do this? Cali state law requires investors to pay the Franchise Tax on LLCs. I don’t recommend trying to out-run or hide from the Taxman, even at the state level. There’s a perfectly legal structure that is NOT liable for this tax and protects the assets of a Californian investor: the Delaware Statutory Trust. The DST functions similarly to a Series LLC, but avoids the franchise tax because it is regarded as an estate planning tool (not a business entity). It’s coming up so much in the comments that I’m considering writing an article on this subject to share with the BP community in the future.

      • Kim f.

        Thank you Scott! Yes, there are a lot of CA residents investing out of state, and paying $800/LLC is intolerable, so finding a LEGAL way of avoiding that unfair tax (besides moving out of state!) would be really nice. I’ll look for your article on the DE S Trust!

  11. Martin Stocker

    Hi Scott! Enjoyed all your detailed posts and blogs. I am not actively investing in real estate just yet. Still getting myself educated but I do own a business and one piece of real estate. Now the real estate is held by an LLC but I do fear that due to, in the financially very tight beginning phase, possibly not really clear segregation of money streams the veil of that LLC is not just pierced but ripped right of it’s face. Is there a way to heal that or does the property eventually have to be moved into a new LLC for a fresh start. I know you can only give a general statement without further details. I appreciate any advise. Thanks.

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