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Special Types of LLCs

Although LLCs are recognized in all 50 states, there are two special types of LLCs that are only accepted in certain states.

  • A Series LLC is a special kind of limited liability company that provides asset protection across several cells, or "series". Each individual series is protected from the liabilities of the other.
  • Another special type of limited liability company is the Professional Limited Liability Company, or PLLC. A PLLC is formed for the purpose of providing professional services. Accountants, doctors, lawyers, or other professionals might form PLLCs where permitted by state law. 

Series LLC

A relatively new business structure, the Series LLC includes multiple series in a single LLC, with separate rights, powers, and duties for each partition or cell:

  • A Series LLC is sometimes used as a holding company for intangible assets or tangible assets like real estate.
  • A Series LLC permits a single entity to have multiple and separate liability-insulated cells with more than one series of members or managers.
  • Costs associated with maintaining separate entities are greatly reduced.

Which States Permit the Formation of a Series LLC?

Only a few states have enacted statuses permitting the formation of a Series LLC:

 Delaware  Illinois  Iowa  Nevada
 Oklahoma  Tennessee  Utah  

Tax Treatment of a Series LLC

Ask your tax advisor:

  • State laws differ. For example, Delaware considers a Series LLC a single entity for tax purposes. However, the California Franchise Tax Board has determined that each cell of a Delaware Series LLC must be treated separately. A Delaware Series LLC doing business in California reports and pays taxes for each series.
  • Consult a professional tax advisor with knowledge and experience of Series LLC tax treatment see if a Series LLC is right for your business.

Professional LLC

A Professional Limited Liability Company (PLLC) is organized for the purpose of providing professional services. The PLLC is most often formed by professionals who are required to be licensed by their state to practice law, medicine, accounting, or another professional service. 

  • Requirements for PLLCs vary from state to state.
  • In most states, all PLLC members must be professionals practicing the same profession.
  • Members' personal liability protection does not extend to professional malpractice claims. 

Which States Permit the Formation of a Professional LLC?

 

 Alabama  Kentucky  Nebraska  Rhode Island
 Arizona  Louisiana  Nevada  South Carolina
 Arkansas  Maine  New Hampshire  South Dakota
 Colorado  Maryland  New Mexico  Tennessee
 District of Columbia  Massachusetts  New York  Texas
 Florida  Michigan  North Carolina  Vermont
 Idaho  Minnesota  North Dakota  Virginia
 Iowa  Mississippi  Oklahoma  Washington
 Kansas  Montana  Pennsylvania  West Virginia 

 



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