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What are the top firms for RE in Seattle?
Pro forma or proforma?
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I represented REITs and other institutional real estate investment funds from 1999 until 2020 when I went in house. I helped those clients buy and sell hundreds of assets, worth billions of dollars.
I’ve never seen a series LLC. Frankly, I had to Google it to figure out what it is.
My guess is that the dust hasn’t really settled enough on the concept for it to be widely used yet .
I didn’t do a deep dive obviously, but I also wonder if it limits options for exit strategy by making an entity sale more challenging.
For what it’s worth, in my in-house environment, we typically take title to our assets in one entity (we aren’t a REIT or a fund). We already have almost 500 entities, and having an SPE for each asset would make our corporate secretary work even more expensive and burdensome. The working theory internally is that we are so heavily insured that the theoretical cross-asset protection yields very little actual benefit.
We don’t finance at the asset level. All ofmii on he financing is through a corporate line of credit.
It always struck me as a solution in search of a problem.
Series LLCs are big in Nevada. Many investors put single properties into them. There is currently a certified question from the Ninth Circuit to the Nevada Supreme Court about whether you have to sue individual series.
Interested to see how this will come out!
If the state allows them. We do series LLCs for our properties in IL. But in FL each property is its own LLC (because FL doesn’t provide for series LLCs). To me, each property has to be put into its own LLC in the state where it is situated. So this is a very state-specific question. I would never have an out of state LLC owing commercial property—for the simple reason that that out of state LLC would have to be licensed to do business in the state where the property is situated. And if you want to take advantage of good laws in DE for example, just have the members of the LLC that owns the property in the state where it is situated be DE organizations.
And there are, in IL, state level docs you have to file with respect to the series to form one validly. Interestingly, in DE this is not the case. If you have a DE LLC authorized to form series there is no need—last time I checked—to file state level docs for each series. A lot less transparent. But, again, I’d only do this for commercial property I owned in DE—which I do not have. Our DE entities are basically holding companies. What I do use DE series LLCs for is to be assignees of beneficial interests in land trusts for personal residences. But that is a different conversation.
If the state allows it, I will inform client how a regular LLC and series LLC works and let them decide. I like series LLC for an investor, but if they plan to have several different partners or private investors across different properties, the series operating agreement will get messy and it’s better to do separate LLC’s.
I’ve truly never seen one. Seems like an idea that makes sense but if it ain’t broke don’t fix it. I just form another spe.
We do for a pool of funds for that vintage year- to note, these specific funds are for the same product type with the same operating partner and same waterfall and pref, etc. it makes it easy for the investors signing subdocs too.