Series LLCs in Missouri - Formation, Maintenance, Accounting and Tax, and M&A

Sep 16, 2026

Series LLCs in Missouri explains how to form, maintain, and manage a series LLC, including the distinct roles of master/parent LLCs and daughter series. It outlines key considerations across formation, ongoing maintenance requirements, accounting and tax treatment, and transactions such as M&A and buy-sell structures involving series LLCs. The discussion also frames practical advantages and disadvantages, guidance for tailoring series LLCs to client goals, and unresolved legal questions that arise under state law.

LanguageEnglish

CategoryLetters

FormatPDF

Pages76

Reading Time27 min

AccessFree to download

III. Series LLCs in Kansas and Missouri

A. Formation

B. Maintenance

C. Accounting and Tax

D. M&A and Buy-Sell: Transactions with Series LLCs

Of LLCs and Series LLCs

Series LLC Design and Liability Shielding

III Series LLCs in Missouri TABLE OF CONTENTS A Formation B Maintenance C Accounting and Tax D M&A and Buy-Sell: Transactions with Series LLCs III. Series LLCs in Kansas and Missouri Stephen M. Johnson 1 This paper looks at how to form, maintain, and deal with a series LLC and its various facets. Then our panel will discuss a variety of perspectives on series LLCs advantages and disadvantages, how best to tailor a series LLC to a client’s goals and 2 needs, and explore a few of the lingering series LLC questions. A series LLCs can be a good fit for some business owners or entrepreneurs, but they also raise questions and have a number of disadvantages or uncertainties, as we’ll discuss more during our panel. Of LLCs and Series LLCs For many years, partnerships or corporations were the two best business entity options. The limited liability company (LLC) was born of a desire to enjoy the best of both worlds. LLCs are a vital tool in the corporate lawyer’s repertoire.3 A LLC has corporate-style limited liability for its members or manager, flexible management, and partnership-style pass-through tax features. Like corporations and partnerships, LLCs and series LLCs are creatures of state law.4 Kansas added LLCs in 1990, and adopted the Kansas Revised Limited Liability Company Act (1999), while using a Delaware lens to view the Sunflower State’s LLC landscape.5 Missouri added LLCs in 1993, and Missouri now uses a Delaware lens to view the Show Me State’s LLC landscape, but Missouri has not adopted the Revised Limited Liability Company Act. Atthe start of Missouri’s LLC journey, “Missouri law followed Illinois law,” but now“tend[s]” to follow “Delaware law.”6 Despite their “relative youth,” LLCs are a trusted and reliable business entity,“the most significant development in business law” in a generation.7 Like the corporation, the LLC’s hallmark is limited liability.8 But the LLC often edges out the corporation as the business entity of choice with its great partnership-style tax design and managerial flexibility. Series LLCs are a type of LLC, introduced in Kansas in 2012 and Missouri in 2013, which take their life breaths from filing articles of organization.9 The “evolution” of series LLCs could “further “blur the lines between corporate and partnership law.”10 A 1 Copyright, 2017, Stephen M. Johnson, Johnson Law KC LLC. B.A., Kansas State University; J.D., University of Kansas. Email Steve at [steve@johnsonlawkc.com](steve@johnsonlawkc.com). 2 We use the terms “master LLC” or “parent LLC” or “umbrella LLC,” and “series,”“daughter series,”“limited liability series,”“protected series,”“protected cell,” or “cell” interchangeably. 3 See Bainbridge, Agency, Partnerships & LLCs (2004), Ch. 4, and Corporate Law (2009); Hecker, The Kansas Revised Limited Liability Company Act, 69 J. Kan. B.A. 16 (Nov./Dec. 2000) (Kansas LLC law’s contours) . 4 K. S.A. §17-7662 et seq. ; V.A.M. S. §347 .010 et seq. ; Karambelas, Limited Liability Companies (2017) . 5 K. S.A. §§17-7662 et seq. ; Hecker, The Kansas Revised Limited Liability Company Act, 69 J. Kan. B.A. 16; Karambelas, LLC, Ch. 19A; Lacey, Kansas Corporate Practice, §3-9; Martin, Kansas Corporation Law, Ch. 13; §13 . 1.2. 6[https://www.courts.mo.gov/file.jsp?id=40802](https://www.courts.mo.gov/file.jsp?id=40802) . 7 Martin, Kansas Corporation Law, §13 .3.2(d)(1); Bainbridge, Limited Liability, 200. 8 Martin, Kansas Corporation Law, §13 .3. 1(e) . 9 K. S.A. §17-76,143; V.A.M. S. §347 . 186. 10 Kray, Comment,“Respecting the Concept and Limited Liability of a Series LLC in Texas,” St. Mary’s L. J. (2011), 42:501, 518. series LLC has deep roots in LLC law with a few variations. The national series LLC literature is growing, but local literature is limited, save for a few excellent presentations, including by one of today’s speakers (Mr. Quick) .11 As with most business law innovations, series LLCs were born in Delaware (in 1996), before debu

FAQs

What are the main topics covered for series LLCs in Kansas and Missouri?

The document covers formation, maintenance, accounting and tax issues, and M&A/buy-sell transactions involving series LLCs.

How does the series LLC structure (master/parent and daughter series) work?

A master or parent LLC can hold multiple daughter series, each with separate rights, powers, duties, and business purpose, while operating within the umbrella LLC.

What is the purpose of limited liability shielding in a series LLC?

The structure aims to protect each series’ members and property from liability incurred in or against other series, helping compartmentalize assets and liabilities.

Sep 16, 2026

Upload by Felix Montgomery