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Through the Looking Glass: Status Liability and the Single Member and Series LLC Perspective


Carter G. Bishop


Suffolk University Law School

October 8, 2008

Suffolk University Law Review, Vol. 42, p. 459, 2009
Suffolk University Law School Research Paper No. 08-32

Abstract:     
Until the release of Revenue Ruling 88-76, only two states adopted limited liability company legislation, Wyoming in 1977 and Florida in 1982. In 1975, Alaska rejected adoption of the first limited liability company legislation based on concerns regarding the tax classification of a limited liability company. When those concerns were resolved in Revenue Ruling 88-76, all fifty states and the District of Columbia adopted legislation by 1996, only eight years later. However, Revenue Ruling 88-76 did not resolve whether a single member limited liability company should be classified as a sole proprietorship or a corporation. That matter was not resolved until 1997 with the release of the check-the-box regulations. Again, within a few years all states had amended their limited liability company legislation to permit a single member limited liability company. Further still, while Delaware adopted series limited liability company legislation in 1996, the check-the-box regulations did not address the classification of a series within a limited liability company. Since 1996 only six other states have followed suit. The 2008 release of Private Letter Ruling 200803004 classifying a series in the same manner as any other business entity under the check-the-box regulations signals a potential amendment of those regulations to embrace the series. If so, once again, all remaining states might be expected to provide for a series. These enormous events raise important transparency questions regarding where disregarded entities exist for state law purposes. Stated another way, what is the state of member status liability in these forms. As this Article explores, the tax classification and state statutory amendments have given rise to a proliferation of these forms while failing to address fundamental state law liability concerns that separate owners from the obligations in these forms.

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Date posted: October 11, 2008 ; Last revised: June 22, 2009

Suggested Citation

Bishop, Carter G., Through the Looking Glass: Status Liability and the Single Member and Series LLC Perspective (October 8, 2008). Suffolk University Law Review, Vol. 42, p. 459, 2009; Suffolk University Law School Research Paper No. 08-32. Available at SSRN: http://ssrn.com/abstract=1281030

Contact Information

Carter G. Bishop (Contact Author)
Suffolk University Law School ( email )
120 Tremont Street
Boston, MA 02108-4977
United States
617-573-8534 (Phone)

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