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CalAttorney2, Attorney
Category: Business Law
Satisfied Customers: 10206
Experience:  I am a businesses law attorney, with experience advising and representing owners and investors.
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I am trying to form an LLC for a real estate development company

Customer Question

I am trying to form an LLC for a real estate development company 'umbrella' as I want to have DBA's under the umbrella for investment, development and construction. There will be 3-4 partners (member managed) Can I do this. It is mainly in DC. Is there any benefit to form the LLC in another state? Like Delaware or Nevada? I will also be opening a real estate brokerage company.
Submitted: 3 years ago.
Category: Business Law
Expert:  CalAttorney2 replied 3 years ago.

William B. Esq. :

Thank you for using our service. My name is Bill and I would like to assist you today.

William B. Esq. :

This sort of business arrangement is a rather complex matter as there are tax and regulatory implications (specifically the real estate brokerage), but there is no prohibition on structuring it with an "umbrella" LLC.

William B. Esq. :

Usually what investment companies will do is have a holding LLC, with multiple LLCs that are owned by the holding LLC, each one of these sub-LLCs own specific real estate, thereby isolating the other properties in the unlikely event of litigation or loss.

William B. Esq. :

As far as the benefits of organizing in another state, while there are some benefits to foreign state organization (mostly dealing with liability of the owners), as a practical matter, most states are roughly the same when it comes to the protection afforded to owners (particularly in LLCs - corporations are slightly different as their form is much more structured by statute).

William B. Esq. :

To properly structure a holding LLC and sub LLC arrangement, you may want to at least consult with a business attorney to get a better idea of how to structure your entities to best meet your specific needs (LLCs are meant to be flexible and their full benefits can only be realized if they are tailored to your business) and to ensure that your regulatory needs are met with regard to the brokerage side of the business. All of this can be accomplished, and is not terribly complex from a business/transactional law perspective, but I would advise at least speaking with an attorney to get the most out of your business arrangement.

William B. Esq. :

There are forms available online that you can use to create a holding LLC document and each of the "sub-LLCs" that actually own the property (each LLC is owned by the holding LLC), but again, with the issue of brokerage regulations you may want to speak with an attorney, specifically to discuss what you want to do with the brokerage and how you plan to use the brokerage in connection with the LLC businesses and your fellow investor/members as well as competing businesses.

William B. Esq. :

I hope the above is helpful, if you have any questions please do not hesitate to let me know and I will follow up quickly.

Thank you for using our service, please do not forget to rate my answer when you are satisfied. I am going to transfer our conversation to the "Q&A" format to ensure you can review the entire response and that I can follow up to any questions you may have quickly. I do wish you the best of luck in this matter.

Customer: replied 3 years ago.

Thank you. I was planning to create separate LLC's for each property. But for the purpose of just starting the development company - it seemed that one LLC with DBAs for investment, construction and one for development would be easiest. The reason I am reluctant to create the LLC in DC because I have an S corp in DC and it is not the most pleasant jurisdiction to work with. I know I would still need to register there but wouldn't it be less involvement with DC?

Regarding the Real Estate Brokerage - I am planning on taking that on second...

Expert:  CalAttorney2 replied 3 years ago.
You can certainly start with the DBAs. I cannot give you specific legal advice, but the cost of starting an LLC is relatively low and the benefits of having the protection (as well as reducing the complications of separating the properties from the LLC) may outweigh the benefits. (I don't know if this applies to your situation or not, again, I cannot give you specific advice, and I would hesitate to do so given the limited information I have through this forum).

If you are having regulatory problems with your S Corp in D.C. you can certainly organize your LLC in another state (as you have identified, both Nevada and Delaware are popular - although Nevada and Colorado are more common references for LLCs as opposed to corps.). Your connection to DC would be the "foreign entity" registration, and the related tax reporting requirements (income earned in DC is taxable within that jurisdiction). So you will not be free of DC and its related regulatory scheme, but you will be free from its reporting requirements for organizational purposes.