Estate Planning, Business Law Jacob Davis, Esq. Estate Planning, Business Law Jacob Davis, Esq.

Business Succession Planning After Connelly

4 Business Succession considerations after Connelly v. United States.

You started a business and did everything right.

You consulted an attorney and had the proper paperwork drawn up to ensure that you were formed correctly and had a plan in place if you passed away or became incapacitated. You purchased a life insurance policy to fund any transition. You audit your plan every year.

What could go wrong?

A recent decision by the United States Supreme Court in Connelly v. United States has altered how these plans are taxed which could mean higher estate taxes for your business. Higher taxes at death could ultimately lead to the demise of the business. Let’s take a closer look at the case.


The Facts of Connelly

Michael Connelly and his brother, Thomas, were the sole shareholders of Crown C Supply Company (“Company”). As part of their succession plan, the Connelly brothers executed a stock-purchase agreement. This allowed the surviving brother to purchase the deceased brother’s shares, or the Company would be required do so.

The stock-purchase agreement authorized the Company to purchase life insurance on each brother with the condition that the proceeds would be used to finance the transaction after the death of the first brother.

Michael passed away in 2013. His brother declined to purchase Michael’s shares consistent with their agreement. The Company then used the life insurance proceeds to purchase Michael’s shares from his estate for $3 million.

The Executor of Michael’s estate filed an estate tax return that reported the decedent’s shares as having a value of $3 million, but the IRS disputed this valuation contending that the life insurance proceeds used for the share redemption must be included in the valuation, significantly increasing the estate’s tax liability.  

The Executor responded with an independent appraisal supporting the $3 million value listed on the estate tax return, but the IRS disagreed stating the life insurance proceeds are included in the Company’s value. On appeal, the Court agreed with the IRS that life insurance proceeds are included in the value of the decedent’s closely held business interests for estate tax purposes.

Consequently, the business was not worth a total of $4 million, but rather it was worth $6.86 million ($3.86 million before death + $3 million in insurance proceeds). This required Michael’s estate to pay an additional $889,000 in taxes.


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What is Next for Business Owners?

  1. Review Existing Agreements

    Business owners should revisit their agreements and establish a clear methodology for valuing shares to avoid and minimize disputes during an audit. The use of company-owned life insurance policies to structure these agreements likely needs to be revisited.  

     

  2. Regular Business Valuations

    Business owners should obtain regular business valuations and update buy-sell / stock-purchase agreements on a consistent basis. It is highly recommended that owners obtain a professional appraisal.

  3. Consider Cross-Purchase Agreements

    The Supreme Court noted in its decision that the brothers could have instead utilized a cross-purchase agreement rather than a stock-purchase agreement. In this scenario, each shareholder owns a life insurance policy on other shareholders, with the proceeds used to purchase the deceased shareholder’s interest from their estate. This avoids the company owning the insurance policy thus ensuring that it is not counted to increase the value of the company at death.

  4. Review Existing Succession Plans

To minimize the likelihood of unintended tax consequences and reduce the risk of costly and protracted litigation, business owners should consult their attorney, tax professionals, and financial advisors. Together you can explore alternative methods to structure any agreements in a manner that is consistent with the Court’s ruling in Connelly.

Conclusion

The Connelly decision has reshaped the landscape for business succession planning, making it clear that careful attention must be paid to how agreements are structured and how life insurance proceeds are handled in the valuation of closely held businesses. While the ruling presents challenges, it also offers business owners an opportunity to revisit their plans and ensure they are in compliance with current legal standards.

By reviewing your existing agreements, regularly appraising your business, and exploring alternatives such as cross-purchase agreements, you can better protect your business from unintended tax liabilities. Consulting with a team of legal, tax, and financial professionals is essential in ensuring that your succession plan remains effective and minimizes potential risks.

At Nalls Davis, we are dedicated to helping business owners navigate these complex issues with confidence. Contact our experienced team today to review your business succession plan in light of the Connelly ruling and safeguard your business for the future.

Nalls Davis is a law firm with offices in Dayton and Cincinnati. We are committed to navigating complex legal issues in the areas of business, real estate, and estate planning. Contact us today at (937) 813-3003 or www.nallslaw.com.

 

Disclaimer

The information provided on this website does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only. Information on this website may not constitute the most up-to-date legal or other information. This website contains links to other third-party websites. Such links are only for the convenience of the reader, user or browser; Nalls Law Group LLC and its members do not recommend or endorse the contents of the third-party sites.


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Business Law Christopher M. Nalls, Esq. Business Law Christopher M. Nalls, Esq.

Why Service Contracts are Crucial for Service Business Success

Protect your service business and clients with legally binding service contracts. Learn what to include and when they're necessary.


By: Chris Nalls, Esq.

Your goal as a service business owner is to ensure that you are providing quality services to your clients. One way to do that is by having a service contract in place.

A service contract is a legally binding agreement that outlines the terms and conditions of the services being provided. It is important to understand what a service contract is, what should be included in it, and when it is necessary.

What is a Service Contract?

A service contract is a written agreement between a service business and its client that outlines the terms and conditions of the services being provided. It includes details such as the scope of work, payment terms, warranties, and limitations of liability. A service contract helps to establish expectations and responsibilities for both the service business and its clients.

Pretty basic right? Let’s dig a bit deeper into the specifics of the document.

What Should be Included in a Service Contract?

When drafting a service contract, it is important to include key elements such as:

  • Scope of work: what services will be provided and what is excluded from the agreement

  • Payment terms: how much will be charged, when payment is due, and what happens if payment is not received

  • Warranties: what guarantees the service business provides for the services

  • Limitations of liability: what risks are associated with the services and how liability is limited

  • Termination: how the agreement can be terminated by either party

  • Dispute resolution: how disputes will be resolved if they arise

  • Defaults and Remedies:  what happens when a party fails to satisfy its obligations under the agreement

  • Choice of Law and Venue: which state’s laws govern the agreement and where can a lawsuit be filed

  • Attorneys’ Fees: who pays attorneys’ fees if there is legal action to enforce the agreement  

These elements need to be drafted in a way that makes them enforceable by the law. In order to ensure that your contracts are enforced, you need an expert business lawyer to draft them. We recommend that you book a FREE consultation with one of our dynamic attorneys. We can meet your service contract needs.

Benefits of Having a Service Contract

You’re not doing this for the sake of having fancy contracts. Having a service contract provides several benefits for both service businesses and clients, including:

  • Establishing expectations and responsibilities for both parties

  • Providing a clear understanding of the scope of work and payment terms

  • Minimizing the risk of disputes and misunderstandings

  • Providing legal protection and mitigating costs in case of a dispute or breach of contract

The goal is to build the understanding needed to keep you out of court. With Nalls Davis on your team, you’ll conduct business with ironclad contracts. The benefit is running your business with peace of mind. You and your client will know what the agreement means. Each party can get what they want without worrying about legal pitfalls.


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When is a Service Contract Necessary?

It's important to note that a service contract isn't just necessary when dealing with new clients or business partners. It's equally essential to have a service contract in place when working with family or friends. Doing so can help prevent misunderstandings that can harm the relationship, even in those personal situations.

A service contract outlines expectations, payment terms, and other essential details, helping to establish clear communication and a mutual understanding of what's expected. This not only protects the relationship, but it also ensures that everyone involved is on the same page, minimizing the risk of misunderstandings and disputes.

Conclusion

It’s simple, having a service contract is crucial for service businesses to protect themselves and their clients. At Nalls Davis Attorneys at Law, we specialize in contract law and are here to help you draft a service contract that meets your needs. Book a FREE consultation today to discuss your contract needs and protect your service business.

Disclaimer

The information provided on this website does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only. Information on this website may not constitute the most up-to-date legal or other information. This website contains links to other third-party websites. Such links are only for the convenience of the reader, user or browser; Nalls Davis Attorneys at Law and its members do not recommend or endorse the contents of the third-party sites.

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Business Law Jacob Davis, Esq. Business Law Jacob Davis, Esq.

Understanding the Basics of Employment Law: What Small Business Owners Need to Know

In this blog post, we will cover the basics of employment and labor law and what small business owners need to know to comply with the law.


By: Jacob Davis, Esq.

As a small business owner, it is important to understand the basics of employment and labor law to protect your business and avoid costly legal issues. Employment and labor law is a complex and ever-changing area of law that governs the relationship between employers and employees.

So ask yourself, are you confident in your knowledge of employment and labor law?

No? Don’t worry, we’ve got you covered.

In this blog post, we will cover the basics of employment and labor law and what small business owners need to know to comply with the law.

Hiring Practices

Anti-discrimination laws are a crucial aspect of employment law. The Civil Rights Act, Americans with Disabilities Act, and Age Discrimination in Employment Act prohibit employers from discriminating against employees based on certain protected characteristics. It is important to ensure that your hiring practices comply with these laws to avoid discrimination claims.

Immigration and citizenship status are also important considerations when hiring employees. Employers must verify that employees are authorized to work in the United States but should avoid discriminating against employees based on their citizenship status or national origin.

Wage and Hour Laws

The Fair Labor Standards Act governs wage and hour laws in the United States. It requires employers to pay non-exempt employees at least the minimum wage and overtime pay for hours worked over 40 hours per week. Additionally, employers must maintain accurate records of non-exempt employee hours worked and pay. Exempt employees are not eligible for overtime. If you are struggling to determine if an employee is exempt or non-exempt, you should consult an attorney as there are specific rules promulgated by the federal government.

Workplace Safety

Employers have an obligation to maintain a safe workplace under the Occupational Safety and Health Act. This includes providing a workplace free from recognized hazards and complying with OSHA standards. Employers should take steps to identify and address potential workplace hazards to keep employees safe.

Be sure to address the safety precautions of the workplace in your Employee Handbook. If you don’t have an Employee Handbook for your business, you are running a risk. Click here and Nalls Davis will help you create one right away.

Employee Leave and Accommodations

The Family and Medical Leave Act (FMLA) provides eligible employees with up to 12 weeks of unpaid leave per year for qualifying reasons, such as a serious health condition or the birth of a child. Additionally, the Americans with Disabilities Act requires employers to provide reasonable accommodations to employees with disabilities. If your business is covered by FMLA, it is important to comply with these laws and provide employees with the necessary leave and accommodations to avoid legal issues.

Employee Leave and Accommodations should also be covered in your Employee Handbook. You can read more about Employee Handbooks here.


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Workplace Harassment and Discrimination

Title VII of the Civil Rights Act prohibits harassment and discrimination in the workplace based on protected characteristics. Employers should take steps to prevent and address harassment and discrimination in the workplace to create a safe and inclusive work environment. If an employee complains about being harassed at work, then it is important to take steps to remedy the harassment which could, at a minimum, include conducting an internal investigation.

Termination and Layoffs

At-will employment is the default employment relationship in the United States, which means that employers can terminate employees for any reason, except for an unlawful reason. However, there are exceptions to at-will employment, and employers should be aware of these exceptions and avoid discrimination and retaliation claims when terminating employees or implementing layoffs. If an employee has a contract, then the contract should specify in detail when the employment relationship may end and how it should be terminated.

Independent Contractor vs. Employee Classification

There are important differences between independent contractors and employees, and misclassifying workers can lead to significant legal consequences. Employers should understand the differences between independent contractors and employees and properly classify workers to avoid legal issues. If you are hiring an independent contractor, it is best to consult with an attorney prior to making an offer or drafting a contract.

Conclusion

Employment and labor law is a complex and important area of law that all small business owners should understand. By following these basic guidelines, you can avoid legal issues and create a safe and inclusive work environment. If you have any questions about employment law or need legal advice, please do not hesitate to contact us at Nalls Davis Attorneys at Law. We offer a FREE consultation to discuss your employment and labor law needs.

Disclaimer

The information provided on this website does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only. Information on this website may not constitute the most up-to-date legal or other information. This website contains links to other third-party websites. Such links are only for the convenience of the reader, user or browser; Nalls Davis Attorneys at Law and its members do not recommend or endorse the contents of the third-party sites.

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Business Law Jacob Davis, Esq. Business Law Jacob Davis, Esq.

Navigating Employee Handbooks: A Guide of Do’s and Don’ts for Employers

Employee Handbooks are essential tools to help establish a transparent and productive work environment.


You’re a business owner, so I don’t have to tell you how important it is to have a clear set of guidelines for your employees. Guidelines help ensure a productive and transparent work environment, but they also help minimize the risk of future legal issues. Employee handbooks are an essential tool for establishing these guidelines, but there are some important dos and don'ts to keep in mind when creating one.

At Nalls Davis Attorneys at Law, we understand the unique challenges that business owners face. That is why we are here to help you navigate the complex world of employment law. In this article, we will provide you with our proven-to-work structure for employee handbooks, so that you can create a handbook that is both effective and adaptable.

The Dos of Employee Handbooks:

  1. Ensure Your Policies and Procedures are Clearly Communicated: Outlining the rules and regulations for employees to follow in the workplace is a recommended practice. Be sure to address things like work hours, time off policies, and other specific workplace-related policies. Setting clear guidelines will help ensure that employees understand expectations and can help reduce misunderstandings and conflicts.

  2. Company expectations for employee conduct and behavior must be clearly defined: Be sure to set standards for workplace behavior, such as anti-harassment and anti-discrimination policies. These policies should be clear and concise; furthermore, they should outline the consequences of any violations. It's important to establish a workplace culture that promotes respect and inclusion. You want to ensure that fairness in the workplace is the expectation for everyone, including management and employees.

  3. Every employee should have easy access to handbooks and opportunities to provide feedback: Whether it’s a hard copy or electronic form, employee handbooks should be easily accessible to all employees. In addition, accommodate employees of different backgrounds by providing language accessible handbooks.  It is also important to provide employees with regular opportunities to ask questions or provide feedback on the handbook.

  4. Your handbook is never finished, update it regularly: Expect changes in law and circumstances. Policies of yesterday will eventually become ineffective. It is important that you routinely update your handbook. Review your handbook at least once a year along with any feedback. Determine whether or not any changes should be made.


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The Don'ts of Employee Handbooks:

  1. Don’t go without an employee handbook: Pretty simple, right? All companies need an employee handbook. And I’m not recommending the use of an online template. Rather, a best practice is to hire an attorney to draft the handbook tailored to your specific business. Remember, one size fits all is not conducive to business success.

  2. Don’t include any discriminatory or illegal language: Avoid toeing the line of language that appears to be neutral but has a different impact on protected classes, such as dress code or grooming policies. These types of policies can be viewed as discriminatory and can result in legal action against your company. A rule of thumb: make sure that all of the language in your handbook is inclusive and does not discriminate against any protected classes.

  3. Don’t include any provisions that waive an employee's rights: This includes provisions that waive an employee's rights under the law, such as the right to file a complaint or the right to join a union. These types of provisions are illegal and can result in costly legal action against your company.

  4. Don’t forget to have employees sign off on receiving a handbook: This is another “get it in writing” situation. Listen, employees cannot be held to a policy or standard if they have never acknowledged receiving or knowing about a particular policy. Each handbook should have a provision for employees to sign and acknowledge that they have read and understand the employee handbook. The employee handbook should become part of the regular onboarding process.

  5. Don’t let the handbook serve as a substitute for consistent and fair enforcement: Employee handbooks should be used as a guide for employees, but they should not be used to consistently manage conduct and fair enforcement. If you have policies in place, it is important to enforce them consistently and fairly for all employees.

Creating a compliant and effective employee handbook is a crucial step in building a strong and successful business. At Nalls Davis Attorneys at Law, our experienced employment lawyers can help you navigate the complexities of employment and labor law and ensure that your employee handbook is both effective and compliant. Click here to book a FREE consultation and get started on creating your company's employee handbook.

Disclaimer

The information provided on this website does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only. Information on this website may not constitute the most up-to-date legal or other information. This website contains links to other third-party websites. Such links are only for the convenience of the reader, user or browser; Nalls Davis Attorneys at Law and its members do not recommend or endorse the contents of the third-party sites.

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Business Law Joshua Nalls Business Law Joshua Nalls

5 Reasons Your LLC Needs an Operating Agreement

Your LLC might be in danger without this very important legal document.

It’s an amazing feeling establishing your own Limited Liability Company (LLC).  You’ve put in the time to fully plan out your business idea.  If you’re like me, you probably spent hours debating on names, only to find that many are already taken.  Your $99 filing fee has been paid and you finally get that email from the Secretary of State.

Approved!

Congratulations!  You now have your Articles of Organization.  Your business is now registered with the state.  So, now all you need is your EIN and bank account, right?

Wrong.

Your LLC needs a governing legal document much like a corporation does.  You need what we call an Operating Agreement.

What is an Operating Agreement?

Your Operating Agreement is the legal document that establishes in writing, how your LLC will be run.  This agreement allows you to outline the ownership of the company, roles and responsibilities, how profits (or losses) are shared, and membership changes. 

It’s also standard for owners (members) to establish how they would wind up business affairs if the company were to dissolve.  These are all major rules and structures for the LLC and can help address issues as the eventually arise.  Having an Operating Agreement drafted is the best way to build a structure that works best for all members.

For your personal protection and the best interest of your business, we highly recommend that all LLCs have an Operating Agreement.  Although most states (including Ohio) have default provisions in place for LLCs, there are very powerful benefits to having your own provisions customized to your company needs.  Below, we’ll give you 5 reasons your LLC needs an Operating Agreement.

1.     Protect Your Limited Liability

There’s an uncomfortably high likelihood that your business will be sued at some point.  This is especially true as you start to generate success.  It would be quite risky to go into court without an Operating Agreement in place, particularly if the LLC is owned by a single member.  Not doing so could jeopardize your personal liability protection, as you could be viewed by the court as a sole proprietor. 

If the court sees that you have formalized the company by governing it with an Operating Agreement, your liability protection will be viewed favorably.  The safe bet is to get with a business lawyer and have your agreement drafted.  Skipping this step could be very costly down the road.

2.     Tailor Your Business Structure

One of the great benefits of an LLC is the flexibility in how a company designs its structure.  Members are able to determine how to split profits, how to distribute membership interest, and establish responsibilities.  This means that profits and losses aren’t determined based solely on capital contributions. 

Members can decide to split profits differently.  A member can make a 30% capital contribution while their partner makes a 70% capital contribution, and still set up a 50/50 split in profits and losses based on other contributions.  This flexibility doesn’t exist with all business structures and the state won’t set it up for you. You’ll need an Operating Agreement in order to take advantage of this flexibility.


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3.     Your Operating Agreement Overrides the State Default LLC Rules

We constantly hear “I don’t need an Operating Agreement; my state has LLC laws.” Well, sure, but how does that align with your business interests?

Without an Operating Agreement, your state’s LLC provisions will govern your LLC.  Not all the state provisions will fit the needs and goals of your company.  Most business owners find it better to hire an attorney to draft an Operating Agreement complete with guidelines customized to how you want your company to operate.

It’s important to understand that there are certain state LLC rules that your Operating Agreement cannot override.  Be sure to consult with your attorney to learn more about which provisions cannot be avoided.

4.     An Operating Agreement is Required by Many Banks and Investors

It’s not uncommon for your bank to require an Operating Agreement.  Many banks won’t let you open a business account without having this legal document.  If your LLC wants to take out a loan, your lender might want to see your governing document.  Moving forward without an Operating Agreement can severely limit your access to capital and business transactions.

Investors often require your company have an LLC Operating Agreement as well.  Investors and lenders generally have a vested interest in confirming the legitimacy of your business before lending or investing.  Don’t limit yourself.  Businesses need access to capital.  The trustworthiness and competence built into an Operating Agreement will allow your LLC to sit at certain table.

5.     Succession Planning in Your Operating Agreement

LLCs with more than one member (multimember LLCs) should be sure to have an Operating Agreement in place.  This is important not only because it establishes a contract between the members, but the agreement also answers the following business succession questions:

·       What happens to your company when one of the members becomes disabled, passes away, divorces, retires or seeks to sell his or her interest in the business?

·       What happens to your interest in the business if you die or become disabled?

The Operating Agreement controls what happens in the above scenarios.  You don’t want to be forced into business with your partner’s widow or ex-spouse.  That’s not what you signed up for.  Be sure that your attorney spells out the next steps to fit your needs.  Plan for these situations in your Operating Agreement by including Buy-sell Provisions.

Nalls Davis has handled many disputes amongst members of LLCs largely because they simply don’t have an Operating Agreement in place.  We often see infighting within the LLC, it doesn’t matter if your business is a new startup, or a seasoned business; if you don’t have an Operating Agreement or used a DIY template, we urge you to schedule a FREE consultation to ensure full protection of the law.

Disclaimer

The information provided on this website does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only. Information on this website may not constitute the most up-to-date legal or other information. This website contains links to other third-party websites. Such links are only for the convenience of the reader, user or browser; Nalls Davis Attorneys at Law and its members do not recommend or endorse the contents of the third-party sites.

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Asset Protection, Business Law, Real Estate Christopher M. Nalls, Esq. Asset Protection, Business Law, Real Estate Christopher M. Nalls, Esq.

The Series LLC is Coming to Ohio

The Series LLC brings changes investors and business owners will want to know about.

Do you hold your investments in multiple LLCs to protect assets and access tax benefits? Ohio’s adoption of S.B. 276 brings exciting news to investors throughout the state.

This new legislation replaces the current Ohio LLC Act with the Ohio Revised Limited Liability Company Act (“ORLLCA”) Effective February 11, 2022. The LLC landscape as we know it will experience some interesting changes with several benefits for business owners and investors. Below, we’ll give you a jump on these changes with a simple explanation.

The Series LLC

Investors in Ohio are well aware of how complex it can be to protect assets. ORLLCA addresses this head on. Let’s talk about the Series LLC.

Series LLCs make it simple to reduce shared liability among multiple properties or other assets. They offer all the benefits of the traditional LLC, but the Series LLC starts as a “Parent” Company.

This “Parent”, or general company, is allowed to have “Children” or multiple sub-series which serve as sub-LLCs used to separate assets in silos. If one of the sub-series gets sued, the assets held by the other “Children” and the “Parent” are protected from any liability. You get the same asset protection that comes with a plan using multiple, traditional LLCs. The difference is you only opened one.

When you establish a Series LLC in Ohio, it will be registered with the Secretary of State as a legal entity. The difference will be found in your operating agreement. Special provisions will give you the authority to add a series whenever needed. Think of it as having LLCs inside your LLC. In terms of asset protection, this is a major benefit to investors.

 
 

Tax and Costs Benefits

Series LLCs also bring cost and tax benefits. Let’s say you’re using the current asset protection strategy of setting up multiple traditional LLCs. This strategy requires you to pay registration fees for each LLC.


With a Series LLC the general company is charged with registration fees, but each associated sub-series does not have a fee. This can potentially save investors thousands as portfolios grow.


Tax preparation for multiple traditional LLCs can be a costly nightmare. Try keeping up with 20 EINs. With a Series LLC there is only one EIN for the general company. Each connected sub-series is listed on a single tax return. This cuts down on the time and expenses associated with tax preparation.


The Series LLC also holds the potential to avoid filing Commercial Activity Tax (C.A.T.) in Ohio. If a sub-series reaches $150,000 in annual gross receipts it will appear as a separate taxpayer and be subject to C.A.T.


Forming a Series LLC in Ohio

The process for forming a Series LLC in Ohio is somewhat different than that of a traditional LLC. Working with your business attorney, follow these 3 steps to formation:

  1. Enter special provisions into the operating agreement that establish:

    1. Separate rights, powers, or duties regarding specified property or obligations of the LLC

      or the profits and losses related to specified property or obligations; AND/OR


    2. A separate purpose or investment, and at least one member associated with each

      series.

  2. A statement that the LLC may have multiple sub-series of assets in the articles of organization.


  3. Separate record keeping for each sub-series and its assets.

It would be wise to include a separate operating agreement for each sub-series that refers to the operating agreement of the general company, identifies the member(s) of that specific sub-series, and speaks to the purpose of that sub-series.

The articles of organization must make a statement authorizing the use of one or more sub-series. Investors and business owners must be very particular about maintaining separate bookkeeping for the financials of each sub-series. Mixing funds from one sub-series to another could risk the liability protection between sub-series, and the company in general.

 

Want to put together an Asset Protection Plan? Schedule your FREE consultation below.


 

How the Series LLC is Governed

The Ohio LLC Act grants specific rights and powers to the Series LLC. According to the Act, the Series LLC is afforded the following governance:

1. Powers

  1. Sue and be sued;

  2. Contract;

  3. Hold and transfer title to assets of the company and general and each sub-series; and

  4. Grant liens and security interests in assets of the company in general and each sub-

    series.

2. Distribution Rights

a. Distributions can only be made to those members (owners) associated with a particular sub-series.

3. Membership Rights

One member (owner) must be associated with every sub-series within the company in general. If the company has multiple members, a member may be associated with only one sub-series, or every sub-series (except for the member chosen to be associated with each sub-series).

The Ohio LLC Act governs the Series LLC in several other ways. This includes the liabilities, assets, and management. Click here to see all of the upcoming changes.

Conclusion

The Series LLC will be a major change for Ohio business owners and Real Estate Investors who are looking to protect their assets. With a Series LLC, the strong asset protection gained through setting up multiple traditional LLCs can be achieved through one filing with the Secretary of State. This saves time, money, and confusion that comes with the traditional method. Investors can reap tax and cost benefits and shield assets from liability by following requirements within the statute. Consult a business attorney to assure your Series LLC is properly formed and in compliance with the requirements.


Disclaimer

The information provided on this website does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only. Information on this website may not constitute the most up-to-date legal or other information. This website contains links to other third-party websites. Such links are only for the convenience of the reader, user or browser; Nalls Law Group LLC and its members do not recommend or endorse the contents of the third-party sites.


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