Standard LCs can also be a useful tool for real estate investors who own multiple properties. In this scenario, each property may be associated with a separate series within the LLC series. If a series is involved in litigation, for example. B hazardous waste found there, series assets related to other real estate cannot be used to finance repair costs. That`s the theory. While Delaware law clearly provides for the separation of each series, it is not certain that courts in other states and/or jurisdictions recognize a legal separation between assets and liabilities within a single entity, technically. 10 members. The members of this series are the following persons, whose number of units is as follows: three hundred units (300) in total authorized to this series, of which one hundred and fifty (150) are voting units and one hundred and fifty (150) are non-voting units. Series units represent interests only in the series and not in ABC CAPITAL LLC. Majority decisions control all decisions that are not otherwise designated as controlled. The respective names and addresses of the manager or managers of each series are defined in the separate series agreement and are called and have the power conferred by the above definitions. The manager or managers serve each series until each of his successors is elected.
Although serial CLLs have become increasingly popular, there is a degree of uncertainty around the Delaware LLC series. For example, the legal separation of assets and liabilities in each series has not been subject to judicial review. By working as an independent company with the serial structure, each cell is isolated from problems related to other cells such as creditors, parties to the proceedings or member claims. There is no need to change the Delaware Training Certificate if protected series are added or members are changed. If a training certificate designates the series protected by name (optional), the training certificate should only be changed in this case if the series are added and deleted by a certificate of modification. The structure of the LLC series, often compared to a piece of naïve, is Delaware`s version of “separate holding companies,” widely used (under different names) in the Cayman Islands, the British Virgin Islands and other non-American ones. country. There are three fundamental approaches that states take to form a series. In some states, the series is included in the LLC Series operating contract. No deposit is required. In other countries, a series consists of filing a document, such as a certificate. B designation or registration certificate with the national filing body.
Delaware takes a third approach. It has two types of series – “protected series” that are required in the LLC agreement without deposit, and “registered series” that require the filing of a registration certificate with the Delaware Secretary of State. One of the main advantages of an LLC over other business decisions is that it is so flexible – it gives members many options to decide how to allocate management and financial rights, with few legal mandates. This flexibility exists in the LLC series and in each series. Other question marks are how series are handled under the Securities Act and how the interest of securities for the assets of a series of debtors can be supplemented under the Single Code of Commerce. Under the Delaware Act, a series LLC (limited liability company) may consist of a number of membership interests. This type of entity is called Delaware LLC Series.