[CLBS] Series LLCs

[Jace Richards]

Listmates:

This may not be the ideal forum, but this listserv is so active that I thought perhaps someone out there may have dealt with this issue.  I apologize in advance to anyone who's also a member of the Tax Section because I just hit them up as well.


*         Five Idaho LLCs under common ownership are registered in Nevada as foreign LLCs

*         The entities want to domesticate in Nevada and, if possible, domesticate as five separate series of a to-be-formed Nevada series LLC; e.g.:

o   NewCo, LLC, a Nevada series limited liability company, Idaho 1 Series

o   NewCo, LLC, a Nevada series limited liability company, Idaho 2 Series

o   NewCo, LLC, a Nevada series limited liability company, Idaho 3 Series

o   Etc.

*         Idaho obviously does not recognize series LLCs, so I spoke with the Secretary of State about whether an Idaho LLC can be domesticated/converted into a series of a Nevada series LLC.  That was a question of first impression, but the representative believes that the answer is yes, and that it would, indeed, be a domestication and not a conversion because a conversion requires that the resultant entity be of a type recognized by Idaho (i.e., so not a "series").  If I understood her right, the crux is Idaho LLC to Nevada LLC - the representative said the IDSOS has no way of knowing whether it's a series of a series LLC, and it seemed that the IDSOS does not even deem that fact relevant.

Nevada counsel and I have several concerns, the most obvious being the propriety of these actions to ensure continuity of limited liability.  Does anyone out there have experience or thoughts on this?

Thanks very much,
Jace



Jace A. Richards, Esq.
Strategic Law Group
StrategicSOS Professional Center
5598 N. Eagle Rd. | Ste. 102 | Boise, ID  83713
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