I have a single-member LLC (just me) that's doing okay. I'm starting a separate side venture and want it to be its own LLC for liability reasons. Can my existing LLC be the sole member/owner of the new LLC? Or does it have to be me personally? I've heard both and my head is spinning.
Can a single-member LLC be the owner of a second LLC?
Yes, an LLC can own another LLC. It's called a parent-subsidiary structure or sometimes a holding company setup. Your original LLC would be the member of the new one. Totally legal in most states.
What tangled_laces said. But be ready for extra paperwork. Your new LLC's operating agreement will list the parent LLC as the member, and you'll need to keep the two entities' finances separate or you risk piercing the veil.
Wait, is that actually true everywhere? I thought some states require the members of an LLC to be natural persons. Might want to check your state's statute.
mintcondition, I haven't run into that, but I'm not a lawyer. Most states allow entities as members. Wyoming and Delaware definitely do. What state are you in, RustyCog?
I'm in Colorado. The new venture would be a small consulting thing, not much revenue at first.
Colorado allows it. Just don't commingle funds. And remember you'll still be personally liable for your own actions, parent LLC or not. The structure isn't magic.
Also think about taxes. A single-member LLC is a disregarded entity by default, so if your parent LLC owns the new one, the IRS might still treat the whole thing as a sole proprietorship unless you elect corporate treatment. Talk to a CPA.
caffeinated_quill, that's the part that always trips people up. Disregarded entity owning another disregarded entity can get weird on paper. But it's doable.
Weird on paper is my whole business model.
So if I do this, do I need a new EIN for the child LLC? Or does it just use the parent's?
Generally yes, get a separate EIN for the new LLC even if it's disregarded for tax purposes. Banks and vendors will ask for it. It's free and quick on the IRS site.