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Canadian investor looking for how to incorporate in USA

Asked by: Mihu Balan - 20 January, 2012 Hello,

I am a Canadian investor that wants to buy real estate in the USA: Florida, Nevada and Arizona. I want to buy and sell fast (flip), maybe doing 20 of those a year, and some properties, 2 or 3 a year, I will keep for the cash flow. How should I incorporate my company in the USA? Some people told me to do a series LLC in Nevada, regular LLC in Florida linked to a C Corp which will be owned by my canadian corp? Please give me some hints,

Answered by: Robert Kowalski - 22 January, 2012 Mihu,

Since you will be flipping properties in Nevada, using a Nevada Series LLC might actually be not such a bad idea. The only disadvantage of Series LLC as far as I see is its set up cost - to draft a good Operating Agreement you would need to hire a lawyer who specializes in Series LLCs, and that could be costly. With that being said grouping several investments under one property is not really recommended, and having an LLC for each property in Nevada would prove to be very expensive.

As far as Florida and Arizona go, here you don't have much choice, since those states do not have Series LLCs, so you would probably need to register an LLC for each property.

Now to the question of who will be the owner of those LLCs. I understand that you have received advice to form a C-corporation owned by your Canadian corporation, and then use that C-corporation as the holding company for the LLCs. Even though there might be some merits in doing it this way, keep in mind that C-corporations serving as holding companies might be subject to special taxes such as Personal Holding Company Tax.

I would recommend you to consult an attorney and/or a CPA who specialize in the type of business you plan to run, and see what kind of advice you would get from them.


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