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Series LLCs in Real Estate Transactions

38 Pages Posted: 24 Apr 2011 Last revised: 5 May 2012

Bradley T. Borden

Brooklyn Law School

Mathews Vattamala

Georgetown University Law Center

Date Written: April 21, 2011

Abstract

Series limited liability companies are a fairly new form of business entity. Some observers worry that series limited liability companies are untested and business and property owners should wait to use them. Meanwhile, tax and business law practitioners are moving forward, recommending that their clients take advantage of the opportunities series limited liability companies present. This article reviews the growing popularity of series limited liability companies and the statutory framework of the Delaware series limited liability company statute. It suggests that any hesitancy to use series limited liability companies is unfounded and that they will continue to grow in popularity. The article then discusses the tax classification of series, concluding that recently proposed Treasury regulations provide property and business owners considerable latitude in choosing the tax classification of series. Finally, the article illustrates how property owners may use series limited liability companies to minimize the complexities of ownership and transactional structures.

Keywords: Series LLC, Bramblett transaction, Reverse exchange, Exchange accommodation titleholder, Limited liability company

Suggested Citation

Borden, Bradley T. and Vattamala, Mathews, Series LLCs in Real Estate Transactions (April 21, 2011). Real Property, Probate and Trust Law Journal, Vol. 46, 2011; Brooklyn Law School, Legal Studies Paper No. 230. Available at SSRN: https://ssrn.com/abstract=1817761

Bradley T. Borden (Contact Author)

Brooklyn Law School ( email )

250 Joralemon Street
Brooklyn, NY 11201
United States

Mathews Vattamala

Georgetown University Law Center ( email )

Washington, DC 20057
United States

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