What Type Of LLC Should You Create For Your Real Estate (Member Managed VS Manager Managed)
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- čas přidán 15. 11. 2021
- Let’s discuss the difference between Member Managed vs Manager Managed LLC and which one you should use for your real estate LLC!
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Clint Coons, Esq. is one of the founding partners of Anderson Law Group, Clint has grown his legal and tax firm to over 400 employees by assisting real estate investors with creating and implementing solid entity structuring plans. His success in these regards is in large part due to his personal investing experience. A successful attorney, real estate investor, and speaker, Clint has used his innovative and dynamic strategies coupled with knowledge borne from experience to help thousands of people save millions of dollars and build real wealth.
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Thank you, reading your book as well, Asset Protection. Very good information!
Thanks.
Valuable distinctions, thanks very much for sharing!
Glad it was helpful!
Great video
Thanks!
Another great video. For most states, it's just a checkbox on the application that forms the LLC. But it seems to me that this is not a simple either/or from the standpoint of day to day operations. It would be useful to have a discussion of whether and how the OA can apportion decision-making authority among the members and manager. I think what scares ppl about manager-managed is the idea that one person might have complete control and I don't think that is necessarily the case. Also, for taxes, they always ask if you actively participated in the business. Is that affected by the choice of management structure?
All of these are great points and it is why when creating an LLC with another person you should discuss its creation with an attorney who has experience in setting up JV LLCs. I have seen many nightmare situations where business implode and a member loses his investment because a form template was used for the LLC. If you would like a FREE 30-minute consultation, you can request one here
- aba.link/30minSession
Thanks Clint for many of your segments especially setting up privacy protection of your personal name: Especially living in Florida. FL Land Trust, FL LLC and Wyoming LLC being the Manager Managed LLC then Clint would not have to resign nor be fired. MOST important is I don't have to worry about dealing with a deed when the nominee trustees resigns. I think I have the proper structure setup in mind. BUT WHAT is scary is for 20 years I owned rentals in my personal name before I sold them and never had a liability lawsuit brought against me for a slip and fall, nor other events outside the rentals. That in hindsight was an extremely b.a.d. setup. Any new landlords or seasoned landlords that do not have their rental asset protection do yourself a major favor and setup asset protection with Clint firm. DON'T wait or procrastinate...Just DO IT,,,
Thanks Tom.
Clarification question: if I want a Wyoming Holding LLC to manage a subsidiary LLC, do I have to set up my subsidiary as MEMBER-managed (by the holding LLC)? or can it be MANAGER-managed (by the Wyoming Holding LLC)? Assuming both LLCs are single-member, would there an advantage to either option?
Preferable to use member managed. In some states if the LLC is manager managed the management entity must foreign file.
In several of your segments you mentioned costs to setup as low as $700 up $3,000 it ALL depends on the structuring of your asset protection needs. Once the initial setup is completed then what is the ballpark fees per year of renewal. FL Land Trust, FL LLC(property held in FL), AL LLC (property held in Alabama), WY LLC (Manager Managed)?? OH and the Personal Property Trust for licensed vehicles and licensed trailers and bank acct(s) including all other personal property.
The trusts do not have annual fees. The LLC fees would be the state filing fee and RA fee - I would figure $275 per LLC on average.
Clint! I came across this video at the right time! For single member LLCs that hold real estate and that are owned by a Wyoming holding company, does it matter if the single member LLCs are manager-managed or member-managed? What are the pros and cons of each management style?
If you want anonymity then you will generally elect member managed so your WY LLC is listed as the member with the SMLLC state. If the SMLLC state does not disclose the member/manager then we set up the SMLLC as manager managed. The difference is control. We want to give you apparent authority over the SMLLC should someone ask to see a copy of your SMLLC operating agreement.
My thanks for providing clarity about the dual business structures, Clint! 👍🏿
Happy to help!
@@ClintCoons so if i understand correctly, the Wyoming LLc is still member managed but because the state does not collect info that's fine. Then the Wyoming llc also become a member of the property state Llc?
What about land trust? Are they better in terms of anominity?
@smallwonder21 - Sorry for the delayed response. I just found your comment in the "held for review" folder of youtube. The Wyoming LLC is manager managed while the state-specific LLCs are member-managed by the Wyoming LLC. Yes, you are correct that Wyoming does not collect information on the members or managers of its LLCs.
No necessarily. If you can obtain anonymity with an LLC structure then I would use it over the land trust.
Hi Clint. thank you for the info and here is my plan
1. establish a manage managed Wyoming holding LLC
2. establish a CA member managed LLC, WY LLC is the CA LLC member
3. establish multiple LP for my rental properties , CA LLC is the GP (or WY LLC is the GP???).
I am wondering which LLC for the banking? WY LLC or CA LLC? or both?
please advise asap.
Thanks!
That works with the LP having a bank account for rents but why not consider using a Wyoming Statutory Trust?
Hi Clint! Again can't thank you enough for the valuable information and caring enough! Just want to make sure I understand....setup state property LLC as manager managed, then list the Wy LLC as the manager, this list myself as manager of the Wy llc. Register Wy LLC in the prpty state as foreign? What else do I need to do minimize any risk for my Wy LLC?
Not quite. Set up state property LLC as member managed by WY LLC. WY LLC is not registered in any state other than WY.
@@ClintCoons so why are you not registering wy llc in property state as foreign? isn't it doing business in property state, by managing property holding llc?
@@gavnonadoroge3092 The property state LLC owns and manages the property the WY LLC manages the property state LLC
Properties in UT, LLC in UT, LLC in WY, owner is John Doe. Who is member of UT LLC? Who is manager of WY LLC? Asking since I'm not sure if member of LLC in UT would be John Doe or WY LLC? And John Doe would be manager of WY LLC? Hope that make sense. I've watched many of your videos. Thank you so much for the useful information!!!
John is manager and member of WY LLC (manager managed). Member of UT LLC is WY LLC (member managed)
Thank you for the excellent videos Clint! Question: if the only member and manger of my property LLCs is my Wyoming umbrella LLC, then what difference does it make if it’s member managed or manager managed. I plan to have my WY umbrella LLC as the only member and manager of my property LLCs but I still don’t understand the benefit of member managed over manager managed when my anonymity is protected either way?
My WY umbrella LLC will be manager managed by me which i understand, it’s the property LLC that I don’t understand if my WY umbrella will be listed as the only member and manger. Thank you!
The WY entity will typically be the member manger of your other LLCs. This keeps your name off the other entity filings. (anonymity). It does not make a difference if the WY LLC is member or manager managed.
@@ClintCoons Thank you. I was looking for clarification on whether it made a difference if the WY LLC is member or manager managed.
@@Bryan-wl4mj weren’t you asking about whether the PROPERTY LLC should be member managed or manager managed by the Wyoming LLC? Did you ever receive clarification on this?
Should your wy holding llc be manager managed as a c-corp and operating llc manager managed?
thank you. on the operating agreement, what initial non-cash /Cash contributions will wyoming llc make if any? non-cash vs cash for property rental. thank you!
Cash contributions is just what it states versus non cash which would be the contribution of real estate.
Clint, aside from requiring a partnership tax return (which I understand to be a plus for financial credibility), are there any other complications or downsides to having both spouses be managers (and 50-50 members) of the WY holding LLC?
Both will need to sign off on any transactions involving the upper tier entities. If one spouse has a busy work life this could prove problematic.
Thanks Clint for sharing... Why if i created the Wyoming LLC with the same idea but instead of Managed Member, i choose Member Managed, can that be change?
Yes it can and you must also change your LLC operating agreement to match.
So when filling in the state, would I title myself as MMGR at once or I would be in two positions as MGR and as MBR ?
Depends on if you want anonymity. If you do not then I prefer manager managed but if you are looking to create anonymity with a WY LLC as a member then it will depend on the state where you are creating the state specific LLC.
Still seeking clarification on something. If I have a Wyoming Holding LLC that owns my operating LLC (media creation business), should I have my operating LLC be: 1) manager-managed by my Wyoming Holding LLC, or 2) member-managed by my Wyoming Holding LLC? Would option 1 cause me to have to foreign-file my Wyoming Holding LLC in some states, or potentially cause me to lose anonymity? Any pros/cons for option 2? Thanks again, and sorry for the confusion.
Consider option #2 if you want anonymity. The drawback is it may make running the media business more difficult when it comes to working with banks. If you would like a FREE 30-minute consultation, you can request one here
- aba.link/30minSession
@@ClintCoons Thanks. The part that is confusing me is - how would I lose anonymity if went with "manager-managed by Wyoming Holding"? Even if the state requires disclosure of member and manager, it seems that it would just point back to the Wyoming Holding LLC (the sole member and manager) - which is anonymous. So it seems that I would still have anonymity. Perhaps I'm missing something. Thanks again, and I may set up that 30 minute consult.
You often recommend a structure in which a single-member LLC is member-managed by a Wyoming Holding LLC. Would it be just as good to have that single-member LLC MANAGER-managed by the Wyoming Holding LLC? Would there be any negatives of doing it this way over member-managed? Thanks so much for your helpful insights.
Yes if the state where the LLC is established requires you list the name of each manager. If it does then you will not have anonymity.
@@ClintCoons Even if the state requires you to list the manager, wouldn't it just show up as the Wyoming Holding LLC (which is anonymous)?
Yes
Would you use a management LLC to serve as the manager in the last scenario? Could the "manager" LLC and the "holding" LLC be one and the same? Thanks!
If you are looking to manager your properties you would not want your holding LLC serving in that role for the following reasons:
1. it will jeopardize your LLCs anonymity
2. it will need to register in the state where the real estate is located
3. it will be put at risk in a tenant dispute and this could jeopardize your other LLCs owned by the holding LLC
Wyoming LLC will be member managed as well? for anonymity.
No it is manager managed because WY does not collect any information.
Maybe a silly question - but could having a Wyoming Holding LLC be the member-manager of your operating LLC possibly expose the Wyoming Holding LLC to lawsuits or debts of the operating LLC? (maybe the Holding LLC could be see as acting as "one" with the oeprating LLC/piercing the corporate vail)?
Not if you run everything properly. Courts are unwilling to pierce the veils of entities absent fraud or ignorance of the entity form (generally speaking).
@@ClintCoons Makes sense - thanks!
I love your videos. QUESTION: In your example, The Holding Company LLC, is it member or manager managed? If the Holding LLC is structured to provide anonymity to the portfolio LLC, and WY doesn't collect the name data, why not just remain anonymous to begin with (in the portfolio LLC) ?? Otherwise, doesn't the Holding company have to choose member/manager managed.. and divulge the names anyway? Please help. Thanks
WY does not collect this information on its LLCs so the names of the managers or members are not disclosed.
Does the WY llc need to be registered with CA secretary of state? If WY llc is manager managed (holding company), and CA llc as member managed and pays the state taxes.
It does not but it must pay the $800 franchise tax.
I assume that you could set up the holding company in Delaware as well as in Wyoming, for anonymity?
Correct
@@ClintCoons thank you!
Don't use Deleware! LOL
Hi Clint thank you for all your great information you provide I’m getting a wy llc manage-manager to hold my Florida llc member manage to buy property’s under my Florida llc list my self as a president..is the my name or my wy llc for anonymous and bank account should it be in the Florida llc sense I can sign documents ….hopefully you understand me thank you in advance
You got this.
We understand from your CZcams that a Partnership tax choice for LLC needs two taxpayers if the manager is individual is that not not as good as having a LLC or c corp as manager in a holding manager managed wyoming LLC? If husband wife are members and wife is manager, as Individual, does she have more risk to be individual manager? Many thanks!
Either management works. It really depends on what you are trying to achieve. Wife does not have more risk as a manager.
With that being said …. What would be the difference between a member managed LLC with the WYHoldingLLC as the only member … and a manager managed LLC with the WYHoldingLLC as the manager ?
Nothing other than the information that is displayed on the secretary of state for the upper ties LLC. If you are the manager then your info may be disclosed. If you make your WY LLC the manager then you will most likely need to register the WY LLC in the state where it is serving as the manager (some states require this).
What if you are not looking for loans. You want the privacy and just be able to opened an account.
Is it better to have a WY LLC holding as a single member or multi member(married couple) for tax purposes? The WY LLC is currently holding one AL LLC which owns an AL single family rental property. The WY LLC will hold a second AL LLC in the next six months. Thanks for your answers.
I prefer to have a multi-member holding LLC
Hey Clint, love your videos. Crossing my t’s and dotting my i’s.
1. After the 12 month grace period ends in 12/31/2024 for FINCEN filing, how do I transfer from my WY savings and holdings llc without ex-Sally and evicted Johnny getting more info on me? I’m in Texas
2. Will a land trust with somebody other than me as trustee work for the sake of being FINCEN compliant AND private.
3. Can a land trust open a bank account that I can control?
FINCEN reporting is not accessible to third parties so the individuals you named will not know about your assets.
@@ClintCoons to clarify, ONLY the federal government and law enforcement will know?
@@Darrell_lewis_massage_realtor Correct
Clint I have some questions. First the property is a partnership, LP money partner and me as the GP. So it must be manager managed to keep control with GP only right?
1) if you designate the manager managed LLC as having a manager o that is your WY holding company and your WY holding company is also holding your interest as a member and your partner had his own LLC to own his interest will anyone know you personally are involved?
2) by designating your WY holding company as the manager aren't you running the risk of the state requiring you to foreign file your holding company in the state in question? This would be a bad idea right?
3) can you make your property management company (cCorp which can be traced, no anonymity) the manager and your holding company as the members. Would this option offer anonymity?
Thank you very much for your consideration. I'm really struggling with the anonymity problem in a Gp/ LP structure using the WY holding company.
1. Yes
2. No but if you make your LLC both the LP and GP then you have a disregard LP and yes you will have anonymity.
3. It would depend on the state.
4. This would not offer anonymity for your LP because they can trace you through the corporation.
Avoid all the trouble and just use an LLC rather than an LP and set it up with anonymity. LPs are cumbersome.
@@ClintCoons Clint, thank you for your quick response. I don't see how your can do anything other then use the Corp as the manager if you have a need to limit control. Say I have 2 other partners and they know nothing about this asset class. Then we probably want to have voting and non-voting shares in a manager managed LLC with a Corp I control as the manager and my holding company as the voting member.
There is a chance probably that if this Corp manages several investments with different partners but my holding company in common that we will be traced, but I just don't see the structure that gives anonymity and a limited control manager managed LLC.
Cheers
@@davidelwartii98 This issue here is that you want anonymity and to use a limited partnership. Change the form. Set up an LLC in WY to hold your various investment LLCs. The. WY LLC will be owned by you and your partners (you can structure this so you have control). Each investment LLC will be member-managed by the WY LLC. If you want you can always add another LLC to serve as the manager.
I am about to open my LLC for a future Florida rental property. There’s only going to be one property at this moment. Should I only do a Florida LLC? Or, is it best to create first the Wyoming LLC as a holding company and have that be the manager of the Florida LLC who will be the member?
Or am I thinking about this too hard? This will be my first rental property. I thought just one FL LLC would have been fine but not sure I like the idea of having my name attached to it; especially if in the future I want to grow and purchase additional properties.
Do you plan to buy the property in an LLC or your own name?
I had wanted to open it in the LLC, however since it’s going to be a brand new LLC, I don’t think I’ll have any credit for financing a property until I’ve had the LLC open ans building credit for a year or so. In that case I may need to purchase the property in my own name and have the LLC be the account a tenant can make their deposits into. Or is that a bad idea?
Can you just have Operation agreement when you head to the bank and open the account or apply for loans?
You need an operating agreement from inception. If you do not have one I would suggest you set something up sooner rather than later.
@@ClintCoons Inception meaning from the actual time and day that I created the LLC ,to get that Operation agreement established?
@@realtalk9633 Yes you should set up your operating agreement sooner rather than later.
When I register for an ein how do I do it if I have a multi member LLC (2 member managed.)
Typically you register the company as either a partnership, s-corp or c-corp.
Ok, I'm a single *member* managed LLC & just got a Wyo Holding company.. My retail Operational Company will be listed in FL but I also want to retain my anonymity in FL. Do I list the Wyo holding company as the manager? How then do I show I am the manager for loans or other business related situations?🤔
I would list it as the member manager and in your LLC docs list yourself as the President of the LLC
@@ClintCoons Darn it. I wrote that wrong. I'm a Wyo (Single) manager managed llc would that matter or make a difference? Where do I get a charging order of protection written up as I used a non attorney service to set this up?
@@dontblockyourblessing7174 The charging order comes from state law and your operating agreement language. I would not go this alone without the assistance of an experienced individual.
If i set up a manager managed llc whos manager is the holding company, does that not have the same anonymity as the member managed llc path?
Yes but the state where the LLC is filed my require the WY LLC register if it is listed as a manager.
Hi Clint,
If I want anonymity and I still do my own rentals agreements how would I signed the lease agreement to keep my agency capacity clear? I already have a Wyoming LLC and an Utah llc ( member managed LLC) . Would it be (My name), UT llc manager? Or just signed WY llc name , by (my name) , managing member? I feel like both options are wrong. Please help, thanks!
I would set up my UT LLC with officer provisions and sign on behalf of the LLC as a president.
When you say setup LLC with officer provisions you do mean at article or organizations level or operating agreement level?
I just checked my AO and it actually states that is manager-managed, and lists the WY llc as the Manager, however the operating agreement states that the WY llc is the member of the UT llc. Is that correct?
@@cindym6550 That is correct. If you want to add officer provisions into the UT LLC you would do so in the operating agreement.
What if you only have one member in your LLC can you still do manger manage?
You can but it would also depend on the purpose of the LLC.
@@ClintCoons I have a single member LLC, member managed. I own one college rental that my daughter lives in. I don't need anonymity per se, so do I need to change my articles to manager managed? Thx. Love the channel. Great content.
@@imspecialed429 Not at all. I would be fine with the way you have it set up.
This video was also two years ago and LAWS have changed in 2024 about hiding yourself in your business
Is the Wyoming LLc member managed or manager managed
manager managed
9mn wy