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US TaxesPublished by Accountack · Mena Hemaia, CPA, CIA

Can one LLC own another LLC?

The Short Answer

Yes. One LLC can own another, and this is how many owners build a parent-and-subsidiary structure. The parent holds the membership interests in the subsidiary, which keeps ownership in one place and separates the assets or activity of each entity. How the arrangement is taxed depends on whether each LLC is treated as disregarded, a partnership, or a corporation.

Key points

  • One LLC can be a member of another, so the owner holds a parent LLC and the parent holds the subsidiary LLCs.
  • A parent-and-subsidiary LLC structure centralizes ownership and separates the assets or risk of each business.
  • A subsidiary LLC wholly owned by one parent is a disregarded entity by default and is reported on the parent's return.
  • Ownership and tax classification are separate: any LLC in the chain can elect to be taxed as a corporation.
  • Each entity needs its own records, bank account, and filings, or the separation it promises will not hold.

How does one LLC own another?

An LLC can be a member of another LLC, exactly as a person can. In a parent-and-subsidiary arrangement the owner holds the parent LLC, and the parent holds the membership interests in one or more subsidiary LLCs. Each subsidiary can run a separate line of business or hold a separate asset, while the parent is the single place where ownership sits. The ownership chain is created in the operating agreements and the formation filings of each entity.

How is a parent-subsidiary LLC taxed?

Ownership and tax classification are separate questions. A subsidiary LLC wholly owned by a single parent is by default a disregarded entity: it files no separate federal return, and its income flows onto the parent's return. A subsidiary with two or more members is taxed as a partnership by default, and any LLC can elect corporate treatment instead. The same chart can therefore produce very different tax outcomes depending on the elections behind it.

When is a second LLC worth it?

A second LLC earns its cost when there is something to organize or protect: several activities, valuable assets held apart from operating risk, or a plan to bring in a partner or sell one line. For a single business with no separate assets it is usually premature, adding filings and fees without a matching benefit. Whatever the structure, each entity must be genuinely maintained, or a court or the IRS can look straight through it.

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Mena Hemaia, CPA, CIA

Mena Hemaia, CPA, CIA

Chief Executive Officer, Accountack — West Palm Beach, Florida

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