Phase 1 of this tool supports the Single-Member LLC, which covers the most common real estate holding and operating entity used by RESERVE members. Multi-Member LLCs, S-corporations, C-corporations, and Limited Partnerships will be added in future tool releases.
Florida: Default jurisdiction for FL-resident principals and properties located in Florida. Annual report required by May 1; no state income tax.
Include the entity designator (LLC, L.L.C., or Limited Liability Company). Verify name availability with the Secretary of State before filing.
For Delaware and Wyoming, a commercial registered agent is typically required if the Member is not a resident of those states. For Florida, the Member may serve as registered agent if a Florida resident with a Florida street address.
Use the intended effective date of formation, or today's date if forming immediately upon filing.
Use the full legal name as it appears on tax returns. For an entity member, use the full entity name with designator.
Describe the form and amount of the initial contribution (cash, property, services, or combination). For real estate contributions, specify property address and fair market value.
Member-managed is typical for single-member real estate holding entities. Manager-managed is used when the Member wishes to delegate authority to a designated Manager (who may or may not be the Member).
Default federal classification for a Single-Member LLC is "disregarded entity" — the LLC's activity is reported on the Member's individual return (Schedule E for rental real estate; Schedule C for active business). S-corporation classification is occasionally used for operating businesses; rarely appropriate for passive real estate. Discuss with the firm before electing.
Required by most commercial lenders for entities holding financed real estate. Restricts the entity to a single purpose, prohibits additional debt, requires separate books and records, and includes "separateness covenants" to prevent substantive consolidation in bankruptcy. Recommended for any entity holding financed real estate.
Strengthens charging-order remedy as exclusive creditor remedy under applicable state law. Particularly effective in Wyoming, Nevada, and Delaware. Less effective in Florida for single-member LLCs after Olmstead; verify enforceability with the firm.
Permits the Company to designate Series in the future under applicable state law (DE, NV, TX, WY support series). Phase 1 of this tool does not generate series designation documents; selecting this option includes reservation language only.
Includes language restricting transfers of membership interest without prior written consent, designed to preserve disregarded-entity status, prevent unintended termination events, and address estate planning considerations.