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The Series LLC: Not Your Average Business Entity | John Legaré Williams | TEDxWilmington


I need you to suspend your disbelief

I need you to suspend your disbelief just for a sec

just for a sec

just for a sec an imagine I am Mick Jagger

an imagine I am Mick Jagger

an imagine I am Mick Jagger and I’m on a US tour

and I’m on a US tour

and I’m on a US tour going across small venues across the

going across small venues across the

going across small venues across the u.s. I’ve just arrived in Wilmington

u.s. I’ve just arrived in Wilmington

u.s. I’ve just arrived in Wilmington Delaware at the Queen theater and we’re

Delaware at the Queen theater and we’re

Delaware at the Queen theater and we’re playing a concert and while they’re

playing a concert and while they’re

playing a concert and while they’re serving cold beverages in the back

serving cold beverages in the back

serving cold beverages in the back they’re also serving hot coffee and

they’re also serving hot coffee and

they’re also serving hot coffee and someone orders a hot coffee walks

someone orders a hot coffee walks

someone orders a hot coffee walks through the crowd bumps his elbow and

through the crowd bumps his elbow and

through the crowd bumps his elbow and drops the cup of coffee on people and

drops the cup of coffee on people and

drops the cup of coffee on people and this people have minor burns so what

this people have minor burns so what

this people have minor burns so what happens next you know we’re in America

happens next you know we’re in America

happens next you know we’re in America you get sued so what happens is they sue

you get sued so what happens is they sue

you get sued so what happens is they sue to sweep the street they try to sue

to sweep the street they try to sue

to sweep the street they try to sue everyone they can they try to basically

everyone they can they try to basically

everyone they can they try to basically name the artists they try to name the

name the artists they try to name the

name the artists they try to name the touring company they name the venue and

touring company they name the venue and

touring company they name the venue and the wonderful thing in this world we

the wonderful thing in this world we

the wonderful thing in this world we take for granted a lot of times is

take for granted a lot of times is

take for granted a lot of times is limited liability so the artists even

limited liability so the artists even

limited liability so the artists even though they own the touring company

though they own the touring company

though they own the touring company haven’t done anything wrong directly and

haven’t done anything wrong directly and

haven’t done anything wrong directly and they’re protected from liability so they

they’re protected from liability so they

they’re protected from liability so they can get out of the lawsuit the touring

can get out of the lawsuit the touring

can get out of the lawsuit the touring company though that’s actually running

company though that’s actually running

company though that’s actually running the show if they’re not adequately

the show if they’re not adequately

the show if they’re not adequately insured may be responsible if they’re

insured may be responsible if they’re

insured may be responsible if they’re ultimately held liable and so it’s all

ultimately held liable and so it’s all

ultimately held liable and so it’s all those deep pockets it’s the deep pocket

those deep pockets it’s the deep pocket

those deep pockets it’s the deep pocket from all the money that came from their

from all the money that came from their

from all the money that came from their whole tour not just the venue that was

whole tour not just the venue that was

whole tour not just the venue that was the Queen Theatre in Wilmington it was

the Queen Theatre in Wilmington it was

the Queen Theatre in Wilmington it was all across the United States that it’s

all across the United States that it’s

all across the United States that it’s basically a big pool of assets that that

basically a big pool of assets that that

basically a big pool of assets that that creditor now has access to and what I’m

creditor now has access to and what I’m

creditor now has access to and what I’m here to share with you is there’s

here to share with you is there’s

here to share with you is there’s another way to do it and there’s a

another way to do it and there’s a

another way to do it and there’s a conventional way that most you are

conventional way that most you are

conventional way that most you are familiar with not to set up separate

familiar with not to set up separate

familiar with not to set up separate companies so you set up an LLC let’s say

companies so you set up an LLC let’s say

companies so you set up an LLC let’s say for every venue and so the Queen Theatre

for every venue and so the Queen Theatre

for every venue and so the Queen Theatre would be in its own particular you know

would be in its own particular you know

would be in its own particular you know container and that way the assets

container and that way the assets

container and that way the assets associate with this you know are only

associate with this you know are only

associate with this you know are only basically going to that credit or not

basically going to that credit or not

basically going to that credit or not any of the other assets from the tour so

any of the other assets from the tour so

any of the other assets from the tour so that’s exciting but it’s really

that’s exciting but it’s really

that’s exciting but it’s really cumbersome and not many people go out

cumbersome and not many people go out

cumbersome and not many people go out and set up hundreds of LLC’s for the US

and set up hundreds of LLC’s for the US

and set up hundreds of LLC’s for the US tour but there’s there’s an easier way –

tour but there’s there’s an easier way –

tour but there’s there’s an easier way – there may be an easier way and what if

there may be an easier way and what if

there may be an easier way and what if there was an easier way well I’m here to

there was an easier way well I’m here to

there was an easier way well I’m here to tell you there is and it’s called the

tell you there is and it’s called the

tell you there is and it’s called the series LLC it’s a particular type of LLC

series LLC it’s a particular type of LLC

series LLC it’s a particular type of LLC that Delaware invented in 1996 and it’s

that Delaware invented in 1996 and it’s

that Delaware invented in 1996 and it’s a way to take one LLC and break it down

a way to take one LLC and break it down

a way to take one LLC and break it down in its component parts so give a problem

in its component parts so give a problem

in its component parts so give a problem with one aspect of the company that that

with one aspect of the company that that

with one aspect of the company that that company that that particular protected

company that that particular protected

company that that particular protected series isn’t necessarily responsible for

series isn’t necessarily responsible for

series isn’t necessarily responsible for everything else that happens against the

everything else that happens against the

everything else that happens against the company so if you have a problem and one

company so if you have a problem and one

company so if you have a problem and one let’s say at the Queen venue it can’t go

let’s say at the Queen venue it can’t go

let’s say at the Queen venue it can’t go against the assets elsewhere this tour

against the assets elsewhere this tour

against the assets elsewhere this tour revenues

revenues

revenues and this is surprisingly common even

and this is surprisingly common even

and this is surprisingly common even Bruce Springsteen in 1977 had a tour and

Bruce Springsteen in 1977 had a tour and

Bruce Springsteen in 1977 had a tour and it was just after a dispute with his

it was just after a dispute with his

it was just after a dispute with his business manager and he decided to call

business manager and he decided to call

business manager and he decided to call it the lawsuit tour and so this this is

it the lawsuit tour and so this this is

it the lawsuit tour and so this this is very common to get sued in the United

very common to get sued in the United

very common to get sued in the United States and so what people do with like I

States and so what people do with like I

States and so what people do with like I say is separate out these liabilities

say is separate out these liabilities

say is separate out these liabilities but the exciting thing about this series

but the exciting thing about this series

but the exciting thing about this series LLC is that it’s really not limited to

LLC is that it’s really not limited to

LLC is that it’s really not limited to just Delaware Delaware was the first

just Delaware Delaware was the first

just Delaware Delaware was the first state to have it thirteen states have

state to have it thirteen states have

state to have it thirteen states have adopted it since then and then the

adopted it since then and then the

adopted it since then and then the uniform law commission which is an

uniform law commission which is an

uniform law commission which is an organization that gets together and

organization that gets together and

organization that gets together and creates laws across the u.s. just

creates laws across the u.s. just

creates laws across the u.s. just enacted an act that’s trying to unify

enacted an act that’s trying to unify

enacted an act that’s trying to unify the way these laws are created so before

the way these laws are created so before

the way these laws are created so before I tell you about you know a little bit

I tell you about you know a little bit

I tell you about you know a little bit more about the series LLC I want to give

more about the series LLC I want to give

more about the series LLC I want to give you a little bit of an explanation on

you a little bit of an explanation on

you a little bit of an explanation on limited liability in the United States

limited liability in the United States

limited liability in the United States because we take it for granted two

because we take it for granted two

because we take it for granted two hundred years ago if you were to invest

hundred years ago if you were to invest

hundred years ago if you were to invest in shipping in a sailboat going across

in shipping in a sailboat going across

in shipping in a sailboat going across the ocean the owners were personally

the ocean the owners were personally

the ocean the owners were personally responsible not only for the cargo and

responsible not only for the cargo and

responsible not only for the cargo and the ship but everything that went wrong

the ship but everything that went wrong

the ship but everything that went wrong we ran into a dock or if it ran into

we ran into a dock or if it ran into

we ran into a dock or if it ran into another ship the owners are responsible

another ship the owners are responsible

another ship the owners are responsible so they’re afraid to take risks and the

so they’re afraid to take risks and the

so they’re afraid to take risks and the nice thing about this limited liability

nice thing about this limited liability

nice thing about this limited liability system to bargain with the government

system to bargain with the government

system to bargain with the government where the government was to encourage

where the government was to encourage

where the government was to encourage commerce they let you basically limit

commerce they let you basically limit

commerce they let you basically limit your risk and there was a case in about

your risk and there was a case in about

your risk and there was a case in about two hundred years ago called the Rebecca

two hundred years ago called the Rebecca

two hundred years ago called the Rebecca was the first time the courts

was the first time the courts

was the first time the courts established the principle of limited

established the principle of limited

established the principle of limited liability where if there was a problem

liability where if there was a problem

liability where if there was a problem the ship they said the owners weren’t

the ship they said the owners weren’t

the ship they said the owners weren’t responsible for anything beyond their

responsible for anything beyond their

responsible for anything beyond their investments and that was really

investments and that was really

investments and that was really revolutionary

revolutionary

revolutionary the next major revolutionary thing that

the next major revolutionary thing that

the next major revolutionary thing that happened in the incorporation system was

happened in the incorporation system was

happened in the incorporation system was the 14th amendment to the Constitution

the 14th amendment to the Constitution

the 14th amendment to the Constitution so you may be familiar with you know

so you may be familiar with you know

so you may be familiar with you know after the Civil War there were three

after the Civil War there were three

after the Civil War there were three amendments the 14th amendment what it

amendments the 14th amendment what it

amendments the 14th amendment what it did is it took people and made them into

did is it took people and made them into

did is it took people and made them into citizens and you may think well those

citizens and you may think well those

citizens and you may think well those are human beings well guess what

are human beings well guess what

are human beings well guess what according to the US Supreme Court in a

according to the US Supreme Court in a

according to the US Supreme Court in a case about 20 years after that which was

case about 20 years after that which was

case about 20 years after that which was Santa Clara County versus Southern

Santa Clara County versus Southern

Santa Clara County versus Southern Pacific Railroad they actually the

Pacific Railroad they actually the

Pacific Railroad they actually the justices got together before the oral

justices got together before the oral

justices got together before the oral argument and they said as soon as the

argument and they said as soon as the

argument and they said as soon as the oral argument started we don’t hear any

oral argument started we don’t hear any

oral argument started we don’t hear any arguments about whether this railroad is

arguments about whether this railroad is

arguments about whether this railroad is a person because we all agree this

a person because we all agree this

a person because we all agree this railroad is a person and so it’s

railroad is a person and so it’s

railroad is a person and so it’s happened as a result of that is the 14th

happened as a result of that is the 14th

happened as a result of that is the 14th amendment has allowed States to innovate

amendment has allowed States to innovate

amendment has allowed States to innovate their corporate laws so there is no

their corporate laws so there is no

their corporate laws so there is no federal corporation law it’s all

federal corporation law it’s all

federal corporation law it’s all state-by-state and the advantage is

state-by-state and the advantage is

state-by-state and the advantage is you’re titled the equal protection under

you’re titled the equal protection under

you’re titled the equal protection under the law

the law

the law so if you incorporate in Delaware you’re

so if you incorporate in Delaware you’re

so if you incorporate in Delaware you’re allowed to use that business in

allowed to use that business in

allowed to use that business in California you’re allowed to use that

California you’re allowed to use that

California you’re allowed to use that business in Arizona you can go to any

business in Arizona you can go to any

business in Arizona you can go to any state you want and do business there and

state you want and do business there and

state you want and do business there and and the exciting thing is the Internal

and the exciting thing is the Internal

and the exciting thing is the Internal Affairs our governor under the state

Affairs our governor under the state

Affairs our governor under the state works or it’s set up so it’s governed

works or it’s set up so it’s governed

works or it’s set up so it’s governed under the state of Delaware

under the state of Delaware

under the state of Delaware so these states can start up innovate

so these states can start up innovate

so these states can start up innovate it’s like the laboratories of democracy

it’s like the laboratories of democracy

it’s like the laboratories of democracy all 50 states can kind of innovate and

all 50 states can kind of innovate and

all 50 states can kind of innovate and determine what they think is the best

determine what they think is the best

determine what they think is the best law and Delaware has been way on the

law and Delaware has been way on the

law and Delaware has been way on the forefront so you’re all familiar with

forefront so you’re all familiar with

forefront so you’re all familiar with big companies why they’re incorporating

big companies why they’re incorporating

big companies why they’re incorporating Delaware and partly it’s because they

Delaware and partly it’s because they

Delaware and partly it’s because they had great corporate laws when

had great corporate laws when

had great corporate laws when corporations were first getting started

corporations were first getting started

corporations were first getting started and so they’ve developed this whole

and so they’ve developed this whole

and so they’ve developed this whole trend of case law through the Court of

trend of case law through the Court of

trend of case law through the Court of Chancery which is a special business

Chancery which is a special business

Chancery which is a special business court without judges with judges without

court without judges with judges without

court without judges with judges without juries and so it’s an exciting time to

juries and so it’s an exciting time to

juries and so it’s an exciting time to basically to incorporate in Delaware and

basically to incorporate in Delaware and

basically to incorporate in Delaware and do business elsewhere but corporations

do business elsewhere but corporations

do business elsewhere but corporations became a little old-fashioned they

became a little old-fashioned they

became a little old-fashioned they became a little staid you had

became a little staid you had

became a little staid you had stockholders he had directors he had

stockholders he had directors he had

stockholders he had directors he had officers you have always Duroc recei of

officers you have always Duroc recei of

officers you have always Duroc recei of meetings and so in 1977 the state of

meetings and so in 1977 the state of

meetings and so in 1977 the state of Wyoming invented something called the

Wyoming invented something called the

Wyoming invented something called the LLC the limited liability company and it

LLC the limited liability company and it

LLC the limited liability company and it was slow to take off very slow in fact

was slow to take off very slow in fact

was slow to take off very slow in fact in fact Delaware which is known for

in fact Delaware which is known for

in fact Delaware which is known for being first wasn’t quite last but they

being first wasn’t quite last but they

being first wasn’t quite last but they waited till 1991 to have their own law

waited till 1991 to have their own law

waited till 1991 to have their own law now we’re no longer this world where

now we’re no longer this world where

now we’re no longer this world where corporations are controlling you know

corporations are controlling you know

corporations are controlling you know that all the new entities now LLC’s are

that all the new entities now LLC’s are

that all the new entities now LLC’s are being formed three or four to one

being formed three or four to one

being formed three or four to one compared to corporations so it’s not

compared to corporations so it’s not

compared to corporations so it’s not uncommon to have corporation corporate

uncommon to have corporation corporate

uncommon to have corporation corporate law basically shift to a new form of

law basically shift to a new form of

law basically shift to a new form of entity and what I’m here to talk about

entity and what I’m here to talk about

entity and what I’m here to talk about is why are using a boring old

is why are using a boring old

is why are using a boring old corporation or a boring old LLC when you

corporation or a boring old LLC when you

corporation or a boring old LLC when you could be using a series LLC to protect

could be using a series LLC to protect

could be using a series LLC to protect multiple assets where you can set up one

multiple assets where you can set up one

multiple assets where you can set up one LLC and have these internal chambers

LLC and have these internal chambers

LLC and have these internal chambers within that it’s like a safe deposit box

within that it’s like a safe deposit box

within that it’s like a safe deposit box right so you go to the bank if you go

right so you go to the bank if you go

right so you go to the bank if you go into volt and know everything’s lined up

into volt and know everything’s lined up

into volt and know everything’s lined up on the walls it’s available to everyone

on the walls it’s available to everyone

on the walls it’s available to everyone but you can have little boxes with keys

but you can have little boxes with keys

but you can have little boxes with keys within this one company where if you

within this one company where if you

within this one company where if you have it if you have a judgment against

have it if you have a judgment against

have it if you have a judgment against the company you have to get a judgment

the company you have to get a judgment

the company you have to get a judgment against that particular protected series

against that particular protected series

against that particular protected series in order to get the assets and so it’s a

in order to get the assets and so it’s a

in order to get the assets and so it’s a way to segregate out these assets and

way to segregate out these assets and

way to segregate out these assets and real estate investors are using it so

real estate investors are using it so

real estate investors are using it so that they can set up let’s say ten

that they can set up let’s say ten

that they can set up let’s say ten properties instead of having ten

properties instead of having ten

properties instead of having ten CAES they may set up series LLC with

CAES they may set up series LLC with

CAES they may set up series LLC with protected series one protected series

protected series one protected series

protected series one protected series two protected series three and they can

two protected series three and they can

two protected series three and they can internally it’s really exciting they can

internally it’s really exciting they can

internally it’s really exciting they can establish these series without having to

establish these series without having to

establish these series without having to go back to the secretary of state so it

go back to the secretary of state so it

go back to the secretary of state so it empowers you to literally create people

empowers you to literally create people

empowers you to literally create people without even the further government

without even the further government

without even the further government authority so you are allowed to

authority so you are allowed to

authority so you are allowed to basically create as many people as you

basically create as many people as you

basically create as many people as you like and you may say well John 10 LLC is

like and you may say well John 10 LLC is

like and you may say well John 10 LLC is okay I understand ten but their series

okay I understand ten but their series

okay I understand ten but their series LLC’s out there with a hundred thousand

LLC’s out there with a hundred thousand

LLC’s out there with a hundred thousand series in them they’re not limited to

series in them they’re not limited to

series in them they’re not limited to you know a handful of series and so this

you know a handful of series and so this

you know a handful of series and so this world we’re moving into with entities

world we’re moving into with entities

world we’re moving into with entities this is a new type of entity that’s

this is a new type of entity that’s

this is a new type of entity that’s gonna be really exciting that’s already

gonna be really exciting that’s already

gonna be really exciting that’s already being used as about a hundred thousand

being used as about a hundred thousand

being used as about a hundred thousand series that are already filed of those

series that are already filed of those

series that are already filed of those we don’t know how many protected series

we don’t know how many protected series

we don’t know how many protected series are out there but this is gonna be an

are out there but this is gonna be an

are out there but this is gonna be an exciting world because regular

exciting world because regular

exciting world because regular businesses whether it’s an entrepreneur

businesses whether it’s an entrepreneur

businesses whether it’s an entrepreneur that’s a serial entrepreneur and they

that’s a serial entrepreneur and they

that’s a serial entrepreneur and they want to incubate different businesses or

want to incubate different businesses or

want to incubate different businesses or whether it’s a real estate investor or

whether it’s a real estate investor or

whether it’s a real estate investor or maybe even big businesses let’s say you

maybe even big businesses let’s say you

maybe even big businesses let’s say you had autonomous vehicles you have every

had autonomous vehicles you have every

had autonomous vehicles you have every vehicle in its own series or you have

vehicle in its own series or you have

vehicle in its own series or you have Getty Images and they’ve got different

Getty Images and they’ve got different

Getty Images and they’ve got different copyrights and every copyright goes into

copyrights and every copyright goes into

copyrights and every copyright goes into its own series it’s a way to

its own series it’s a way to

its own series it’s a way to revolutionize the way we think of

revolutionize the way we think of

revolutionize the way we think of entities where entities aren’t static

entities where entities aren’t static

entities where entities aren’t static entities are constantly evolving and the

entities are constantly evolving and the

entities are constantly evolving and the organization is actually becoming a new

organization is actually becoming a new

organization is actually becoming a new organization as it acquires assets and

organization as it acquires assets and

organization as it acquires assets and it may not even be people that establish

it may not even be people that establish

it may not even be people that establish these new organizational assets it could

these new organizational assets it could

these new organizational assets it could be the companies themselves automating

be the companies themselves automating

be the companies themselves automating this process with artificial

this process with artificial

this process with artificial intelligence to establish rules to say

intelligence to establish rules to say

intelligence to establish rules to say that you know as it acquires an asset

that you know as it acquires an asset

that you know as it acquires an asset we’re gonna create a new series fund the

we’re gonna create a new series fund the

we’re gonna create a new series fund the series keep track of the records in that

series keep track of the records in that

series keep track of the records in that series and we may even use further

series and we may even use further

series and we may even use further technology to bulletproof that just so

technology to bulletproof that just so

technology to bulletproof that just so people don’t accuse us of mischief we’re

people don’t accuse us of mischief we’re

people don’t accuse us of mischief we’re gonna use this thing called the

gonna use this thing called the

gonna use this thing called the blockchain where you can just you can

blockchain where you can just you can

blockchain where you can just you can basically put things on a public ledger

basically put things on a public ledger

basically put things on a public ledger or a private ledger where you could you

or a private ledger where you could you

or a private ledger where you could you can’t change it over time so anyone goes

can’t change it over time so anyone goes

can’t change it over time so anyone goes back and questions what assets were

back and questions what assets were

back and questions what assets were owned when when someone you know someone

owned when when someone you know someone

owned when when someone you know someone dropped the coffee you can prove

dropped the coffee you can prove

dropped the coffee you can prove definitively and this is this is a

definitively and this is this is a

definitively and this is this is a really innovation in risk it’s a real

really innovation in risk it’s a real

really innovation in risk it’s a real innovation and basically trying to

innovation and basically trying to

innovation and basically trying to mitigate the risks associated with deep

mitigate the risks associated with deep

mitigate the risks associated with deep pockets it turns those deep pockets into

pockets it turns those deep pockets into

pockets it turns those deep pockets into little pockets and it isolates

little pockets and it isolates

little pockets and it isolates liabilities to only those assets which

liabilities to only those assets which

liabilities to only those assets which really should be at risk and allows

really should be at risk and allows

really should be at risk and allows businesses to really do things that are

businesses to really do things that are

businesses to really do things that are beyond the scope of what they’ve ever

beyond the scope of what they’ve ever

beyond the scope of what they’ve ever been able to do before and like I say

been able to do before and like I say

been able to do before and like I say it’s only 1% of new LLC’s now we

it’s only 1% of new LLC’s now we

it’s only 1% of new LLC’s now we got 13 states that have it we got a

got 13 states that have it we got a

got 13 states that have it we got a uniform law that just came online teller

uniform law that just came online teller

uniform law that just came online teller was the first state to have it and it’s

was the first state to have it and it’s

was the first state to have it and it’s just really exciting that you can

just really exciting that you can

just really exciting that you can basically anyone can use these but you

basically anyone can use these but you

basically anyone can use these but you haven’t heard about it because they

haven’t heard about it because they

haven’t heard about it because they don’t teach it in law schools they don’t

don’t teach it in law schools they don’t

don’t teach it in law schools they don’t teach it in business schools you don’t

teach it in business schools you don’t

teach it in business schools you don’t read about in entrepreneurship books

read about in entrepreneurship books

read about in entrepreneurship books this is something that’s not well

this is something that’s not well

this is something that’s not well publicized that’s why I’m here to

publicized that’s why I’m here to

publicized that’s why I’m here to basically share with you and invite you

basically share with you and invite you

basically share with you and invite you to look into the series LLC to determine

to look into the series LLC to determine

to look into the series LLC to determine well that’s something you would think

well that’s something you would think

well that’s something you would think about using or maybe someone you know

about using or maybe someone you know

about using or maybe someone you know because the limit is your imagination

because the limit is your imagination

because the limit is your imagination the number of series limit is your

the number of series limit is your

the number of series limit is your imagination and your ability to keep

imagination and your ability to keep

imagination and your ability to keep track of the records so I’m gonna ask

track of the records so I’m gonna ask

track of the records so I’m gonna ask you not to think big about business but

you not to think big about business but

you not to think big about business but to think small

”

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