Series LLC Structure

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In this structure, each LLC is created as a series LLC formed pursuant to a Master LLC:

Example in Delaware

  • Each Master LLC is registered in Delaware under Delaware Law.
  • Each individual Series LLC is not registered in Delaware but is created under Delaware law pursuant to the Master LLC as a distinct legal entity. Each series hold assets distinctly from one another. Each series is also taxed as a distinct entity.

Example:

Vitalik LLC, a Series of Ethereum LLC

  • Vitalik LLC is the Series LLC that users spin up using their wallet.
  • Ethereum LLC is the Master LLC that is registered in Delaware.
  • Vitalik LLC, a Series of Ethereum LLC is the complete legal name for the series LLC.

Our key discovery in this respect was that the first Member of a Series LLC can be a smart contract address.

As a result, a new Series LLC (Vitalik LLC) could be formed by signing a cryptographic transaction on blockchain between the owner of a wallet and a Master smart contract (Ethereum LLC) that activates the Series Operating agreement.

In this setup, the first Member of the Series LLC (Vitalik LLC) is whoever controls the wallet that sends Ether to the Master LLC (Ethereum LLC) smart contract address that spins-up the Series LLC.

Updated about 1 month ago