Series LLC - Raises Serious State Tax Questions

The few series LLC laws currently in existence generally allow treatment of each series as a separate entity for state law purposes; whether the series will be treated as a separate entity for federal and state tax purposes remains murky.

The list of "limited liability entities"[LLEs] available under state law continues to expand faster than federal and state taxing authorities can issue guidance on how those entities should be treated for various tax purposes. Since the first limited liability company (LLC) statutes were enacted, we have also witnessed the rapid development of other LLEs such as limited liability partnerships and limited liability limited partnerships. While questions still remain about the taxation of these LLEs, a relatively new entity is starting to gain attention-the "series LLC."

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The Series LLC - Raises Serious State Tax Questions but Few Answers Are Yet Available

By: Michael W. McLoughlin
Morrison & Foerster LLP
New York, New York