Asked in Contracts, Real Estate Law, Tax Law and Business Law for Indiana

Q: The correct entity name to be registered with SOS Indiana

For asset protection and Tax minimisation purposes, for rental properties in Indiana that is owned by a Series LLC (ie. Example LLC - Scenario Series) formed in Texas, should the full series entity name (ie. Example LLC - Scenario Series) be registered with Secretary of State Indiana for foreign qualification OR just register the Master LLC name (ie Example LLC) would do?

I have a private lender who is putting the Master LLC name with a.k.a Example LLC - Scenario Series on the closing documents as a borrower because it is currently only registered as Example LLC with the Secretary of State Indiana. I do have other Series entities under Example LLC which I do not want to be exposed to the private lender in the event there is a litigation issue. The private lender would only base the name of the borrower to be what is registered with Secretary of State Indiana and NOT base on the name on the title/ownership of the rental properties.

1 Lawyer Answer
James L. Arrasmith
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  • Tax Law Lawyer
  • Sacramento, CA

A: In your case, dealing with a Texas Series LLC owning rental properties in Indiana, the registration with the Indiana Secretary of State (SOS) requires careful consideration. The Series LLC structure is unique in that it allows for separate series or cells within a single LLC, each with its own assets and liabilities.

For asset protection and to maintain the integrity of the Series LLC structure, it's generally advisable to register each individual series (e.g., Example LLC - Scenario Series) with the Indiana SOS if they own property or conduct business in Indiana. This registration helps to ensure that each series is recognized as a separate entity in Indiana, maintaining the liability shield between different series.

Registering only the Master LLC (e.g., Example LLC) might not provide the same level of clarity and protection for each individual series, especially in a state like Indiana which may have different rules and recognition for Series LLCs compared to Texas.

However, the decision on how to register should also consider your privacy concerns regarding the lender. If you're aiming to limit the lender's visibility into your other Series entities, you'll need to balance this with the need for proper registration for asset protection.

It's important to consult with an attorney experienced in LLCs and real estate law, ideally one familiar with both Texas and Indiana regulations. They can provide specific advice tailored to your situation, ensuring both legal compliance and optimal asset protection. Remember, the right approach depends on a careful evaluation of your business needs, legal requirements, and the specific details of your Series LLC.

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