Federal Taxation of Series Limited Liability Companies


Series limited liability companies (“LLCs”) have been around since Delaware created them by statute in 1996. Although various states (including Texas as of the last legislative session) have followed Delaware in providing for series LLCs, other than a Private Letter Ruling issued by the Internal Revenue Service (the “IRS”) in 2008, the IRS has never issued any formal guidance on the federal tax treatment of series LLCs. However, that changed on September 14, 2010 when the IRS issued Proposed Regulation Sections 301.6011-6, 301.6071-2, and 301.7701-1(a)(5) (the “Proposed Regulations”) addressing the treatment of these entities for federal income tax purposes.

This article includes a brief description of series LLCs generally and the Proposed Regulations.

As seen in The Texas Tax Lawyer, Vol. 38, No. 2, Winter 2011, State Bar of Texas Tax Section. To read the full article, click on the PDF linked below.

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