How different corporate structures work and how to choose the right one

The SFR Show

As a lawyer in Nashville, Tennessee, Brian Boyd helps clients with real estate, construction, and business matters. It is with that knowledge that he and his wife, Dawn, have grown their portfolio to a six-figure income. Brian earned his BA from the University of Tennessee—Chattanooga, a JD from Samford University’s Cumberland School of Law, and an LLM in Taxation from Georgetown University Law Center. When not practicing law or working with Dawn on their real estate ventures, Brian can be found on the Brazilian Jiu Jitsu mats at his local gym. His newest book is Replace Your Income: A Lawyer’s Guide to Finding, Funding, and Managing Real Estate Investments

Today Brian talks about corporate structures, how they differ, and what you could be doing to protect your assets.

Episode Links:

www.briantboyd.com.

www.boydwills.com

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Transcript

Before we jump into the episode, here's a quick disclaimer about our content. The remote real estate investor podcast is for informational purposes only, and is not intended as investment advice. The views, opinions and strategies of both the hosts and the guests are their own and should not be considered as guidance from Roofstock. Make sure to always run your own numbers, make your own independent decisions and seek investment advice from licensed professionals.

Michael:

What's going on everyone? Welcome to another episode of The Remote Real Estate Investor. I'm Michael Albaum. And today with me, I have Brian Boyd, who is a legal tax professional as well as an author and active investor. He's gonna be talking to us today about what we need to do to protect our rear ends. So let's get into it.

Brian, what's going on, man, thanks so much for taking the time to hang out with me today. I appreciate you.

Brian:

Hey, Michael, thanks for having me today. I'm glad to be here.

Michael:

I am super excited to chat with you. Because you are a legal attorney and investor something we don't often see too much of.

Brian:

Yeah, I am. I started out in Washington, DC as a tax attorney at a company called Ernst and Young. And over the years, I got into real estate and investing because I was representing a lot of contractors and developers and started looking at the way they were doing their businesses. And from there, I started tweaking their models trying to figure out well, how can I make this a little bit more tax efficient, create a little bit more loss with a lot more cash flow. And so that's when my wife and I in 2017, decided to get into real estate investing on our own. And now we're up to 25 doors, and we're cash flowing just fine. You know, in, in fact, maybe in the next year or two, she could step away from her full time job. And we'll just manage real estate.

Michael:

Man, I love it. And so is your background in tax or on the legal side of things, or both.

Brian:

So I have a JD and I have an LLM, which is a master's degree in, in law. But It specializes in tax. So yes, I do corporate formations. I do business transactions, helping people the real estate, anything and everything to do with businesses, individuals and their finances. In real estate investing. That's what I do. So there was a time I used to go to court, but I don't go to court anymore. My partner goes to court, and I just do business transactions and real estate investing.

Michael:

Man, I love it. And before we get everyone's hopes up, you are located out in Tennessee. But is that the only state in which you practice in? Or can you help folks all over the place?

Brian:

So I am licensed in Tennessee and Vermont of all places. My partner is licensed in Tennessee in Maryland. But if it has to do with federal law, I can work all over the country. However, if people are asking specifically about California law, I'm not your guy, call a local attorney speak to a local attorney. But from a structural standpoint, I can give you the basics and kind of point you in the right direction. But unless you're in one of those jurisdictions, and you want me to practice in those jurisdictions, those are the jurisdictions I'm limited to.

Michael:

Okay. Well, let's talk about that for a minute. Because I think we were chatting before the show, we hit record, and there are a ton of Californians physically moving out to Tennessee. But my guess is they're probably a lot of Californians investing out in Tennessee. And so for those folks that maybe live outside Tennessee, but are investing in Tennessee, in terms of structuring their team around them, should they be thinking about having a local attorney local to them, as well as someone such as yourself or a an attorney located where the property is? How should you be thinking about that?

Brian:

No, that's great question. I actually had an attorney contact me a few weeks ago and he is a he's in Chico, California. He called me and said, Hey, I properties in Tennessee. Can you help me on what? Yeah, I'll absolutely be happy to help you. And so what we did is we structured a Tennessee holding company with a wholly owned Tennessee subsidiary. And even though he's out there, he owns the LLC here. And as he invests around the country, like Texas, or Florida, or you know, any of the other states, you know, we'll set up other holding companies to represent those entities. But he can stay in California and own these companies, as long as they're structured properly, to pass through to him over in California.

Michael:

Okay, awesome. Well, Brian, give us like, the quick and dirty if there is such a thing of what investors need to know, because I think a lot of our investors are starting to scale their portfolios that got a couple of deals under their belt, and they're really looking for some asset protection. What are some things they need to be aware of and where have you seen people go wrong?

Brian:

So I have seen people go wrong with a few misnomers about what they believe series LLCs are and what land trusts are. So a series LLC, I know that everybody hears therefore multiple properties. and they are. But they also don't understand that when you have a series LLC, you have to have a separate bank account, a separate tax ID separate books, all of that creates an administrative burden on you to keep all these bank accounts separate all these books separate all these tax IDs separate. And typically I see those used more efficiently if you're a developer, that way you can develop a series, sell it, and not worry about it. Again, if you're holding your assets in series LLC, and you have series one through 10, for example, that's 10 tax IDs, that's 10 sets of books, that's 10 book keeper entries every month for those separate things.

Whereas if you just have an LLC, and you treat it properly, so your corporate veil cannot be pierced. And a corporate veil is the corporate formalities that you have to adhere to. So your corporate structure is honored by the courts. And typically, here are the things that people get popped for, they'll pay for their groceries out of their LLC, they'll pay their own mortgage out of their LLC, or they'll just treat their LLC like a checkbook. And that's not what it's for. It is a standalone entity, and it has to be treated and respected that way.

So if you don't do those things, you're fine. Your one LLC is going to handle it just fine. For example, my wife and I have, we have a parent company, and that parent company has two LLC is underneath it. And one LLC is for our portfolio over here. And the other LLC is for that portfolio over here. And it all flows up into the holding company, which is a perfectly fine way to structure your holdings. Yes, it is more filing fees every year, it's three filing fees. But if you're trying to get away from filing fees by creating a series, LLC, you're losing the war to win the battle on a filing fee. Because you're gonna pay all these other expenses for tax IDs and book entries and bank statements. And you're just creating a mess. I would not use series LLCs.

Now as it relates to land trust, we mentioned that earlier, I've heard a lot of people say, Well, I want to use a land trust. Why do you want to use a land trust? I understand that land trust, get it out of your name. And I'm well aware of that. But it doesn't really create any protections like an LLC would. A lot of people say, Well, I want the anonymity of an LLC, well, you can have the anonymity, you know, of an LLC without using Land Trust. Many states, Wyoming, Tennessee, Texas, you can file your LLC documents, and your name won't appear anywhere on there as long as you use a registered agent. So you can receive the benefits of the anonymity that comes along with the land trust by simply using the LLC. And you'll get more protections with the LLC.

So I would encourage your listeners to go talk to a lawyer about setting up an LLC to hold their assets, I tend to eschew Land Trust, they don't really provide the protection that people think they do. Unless you're using an irrevocable trust, which is a trust that gets it out of your estate. Not only does it get it out of your estate, it gets it out of your control, and you can't do anything with it, you have to go through a trustee and that trustee is supposed to use their best judgment on what to do for the trust. So think about that, as you move forward. And these these ideas that people read about online, I really like LLCs, my wife and I use them, I encourage my clients to use them. So that's just coming from my experience and what I do day to day in my practice.

Michael:

Yeah, from a lot of the folks I've spoken to it sounds like the LLC has come like the Colt 45. For real estate investors. It's reliable, it's standard issue, it can do a lot of the things you need, you need it to do. It's nothing fancy, it just can get the job done.

Brian:

No, absolutely. I agree with that statement completely. Okay, cool.

Michael:

And, Brian, I think you're a good person to ask because I think we have similar styles of investing and asset protection, which I'm glad to hear. It sounds like you've broken down your portfolios into two separate LLCs What comfort what level of comfort do you have with the size of your portfolio in each LLC, before you want to further break it up or bring additional LLC online?

Brian:

And you know, that's a good question. So the way we have treated our LLCs is we go by city, what's in each city. So for example, in Chattanooga, we have an LLC for Chattanooga, and Knoxville and Gatlinburg, we have an LLC for those properties. And in our short term rentals are Montana and the West Tennessee property. We have a separate LLC for that because they're out west So we've kind of broken it down over here, over here and over there. And then we have a parent LLC over top of it. So it's not really a matter of the number of doors or number of properties that have in an LLC. For me, it was geographic, and being able to keep everything separate. And especially for our bookkeeper to know that, hey, these are Chattanooga, they're in that LLC. When you run that k one, it needs to include all these properties. Same over here. So it wasn't a matter of my comfort level with the number of properties, it was just a matter of how can I segregate out all the separate assets that we have and make it user friendly? And also, we're not clumping all of our assets into one LLC. We're spreading them out. But we're doing it geographically.

Michael:

Right. Okay. And as you and your wife do start to scale, I mean, is there a number of value that you that you'd see hitting in a particular LLC and saying, oh, that's maybe a little heavy, and that LLC, even if I'm investing in the same geographic area, let me bring online, another LLC, just so I don't have so much value sitting in a singular bucket? Or is not? Is that not really a concern of yours?

Brian:

No, that's not really a concern. And here's why it's not a concern. It's because it doesn't really matter how much my entire portfolio is valued at, I'm always going to be deploying that equity somewhere else to get into another deal. And that equity may get deployed into another LLC. So it's not really a matter of oh, we're too heavy in this particular market. If I had 1000 doors in Chattanooga, I would still leave everything in that one LLC.

Michael:

Okay, right on. Let's talk about insurance for a minute. Yeah, how much is enough?

Brian:

I would tell people, you can't have enough. You can't. So we, we have homeowners insurance on every single property. And then our LLC is have business insurance as well. So we also have business insurance for the LLC. And each property is fully insured. And then we require renters to have homeowners insurance. And on top of that, we require renters to use a product called say Rhino, which is security deposit insurance. So they're not paying us a security deposit that we're holding an escrow for them, they're paying monthly, you know, let's say, you know, a month's rent is $1,000, we typically require two and a half months of rent for a security deposit, will Rhyno only requires them to pay like $8 per 1000. So they would much rather pay 20 to 24 bucks, as opposed to tune $2,500 in security deposit. And over the over the year, it comes out a lot cheaper for them. And we're safe and secure, knowing that as long as they're paying that Rhino insurance. If we have to make a claim, it's there, we've got it, they'll take care of it. So we're we're layering insurance, on insurance, on insurance with every everything we can do. So not only from a corporate standpoint of the company, and the asset, but also the tenants and the security deposit. So that's four layers of insurance.

Michael:

Run that by me again, what rino does so so they are basically ensuring the security deposit, then you can make a claim for damage against that security deposit up to that limit.

Brian:

Yes, yes, absolutely. That's exactly what they're doing.

Michael:

And what about the tenant that goes haywire, decides I'm gonna stop paying rent? I'm not paying this right. No nonsense. So they stopped paying it. They've paid six months to date. How does that work?

Brian:

Yeah, we make a claim. Like if, and so we're, we're on top of our rents and our tenants. And it's in our lease that you have to pay all this stuff. And they do. And if they don't we just make a claim immediately.

Michael:

And how is your claim experience spin with those folks?

Brian:

We haven't had to make a claim yet. But the person Yeah, the person I learned this from, he turned us on to it. And we're like, what, have you ever made a claim? He's like, Yeah, they paid us in four days. I'm like, done. You know,

Michael:

Yeah, I'm sold. I gotta go check this company. What's it called?

Brian:

Say Rhino. Okay. And, you know, we looked into it. I did my research on it. I think they just did another round of fundraising. And we were sold. We've talked to him, they're easy to work with. They won't reject any of your tenants regardless of credit. As long as you approve them, they're approved. So I take it look, yeah, no longer holding escrow and no longer dealing with security deposits. Let them deal with it. And our experience so far has been great. Let's knock on wood. I don't have to use it. But if I do They'll also pay attorneys fees. So, if you have to let somebody Yeah, go make a claim.

Michael:

Man, this podcast just took a wild left turn, but I love it. I've totally here for it.

Brian:

Yeah, it's, it's, it's great. And that all goes into ensuring our company, ensuring our tenants making sure everything's taken care of, but also protecting us, because we have put a lot of money a lot of time into these assets. And, you know, we want to protect those assets.

Michael:

Yeah, no, it makes total sense. Speaking of Brian, let's talk about this topic for a minute, because you're another good person to ask because you have both short term and long term rentals. Do you see a difference in risk exposure between the two and grouping both asset classes in us in the same LLC?

Brian:

No, I don't. The only risk that you run with short term rentals is the seasonal market. In that, you know, we were just talking about Gatlinburg, you know, and people don't realize that the high season is actually summer in Gatlinburg, and it's not winter, which is kind of weird. But yeah, people don't want to go to cabins in the winter. So you've got to be able to weather those low months. But no, I would keep both assets in the same LLC if it's in the same geographic area for me.

Now, that's not to say it's not right for you. And you know, we could also talk about what's best for you. But no, it doesn't matter to me. Because for us, as everything flows up into our tax structure, we've created this, this LLC step tax structure, that everything flows to the top as a pass through. So everything's flown to the top and the parent company pays all the mortgages on everything. So if you have long term rentals that are just, you know, clicking along and you have a week, month, say in Gatlinburg, like we both know that January, February is a week, month in Gatlinburg. You know, there's plenty of money just to go ahead and pay that note. So that's, that's how we do it. And that's what I encourage clients to do. Because you're, you're not really breaching the corporate veil of everything flows up in the parent company's paying for everything. And that's how we structured it. So we're still, you know, adhering to the corporate formalities, respecting those corporate formalities, and everything is paid from the parent company.

Michael:

Okay, cool. And then from like a legal risk mitigation perspective, short term rental doesn't sound like it poses any additional risk as compared to a long term rental.

Brian:

No, I wouldn't think so. Because the the management companies and I don't know, if you use the management company, but they have them sign all these documents, and they have their own attorneys, or all these waivers in there, and they have to put a security deposit down, you know, to rent the property and, you know, a cleaning deposit. And there's so many different deposits that we tend to get good renters at all the properties.

Michael:

Okay. Okay, fantastic. And as someone is thinking about scaling their portfolio into multiple properties, maybe some different asset classes, from an entity structure, is there anything that they should be aware of, or they should be doing differently, if they've already, you know, started using LLC us in the past?

Brian:

I would stay with LLCs. If you if you turn to like a C Corp, you get the double layer double layer of tax. If you turn to an S corp, I think you're gonna have to deal with more corporate formalities than you are with an LLC, an LLC is very flexible with what you can do with it. I wouldn't go with a partnership, a general partnership doesn't tend to have the protections nor does a limited liability partnership. You really want the corporate structure of the LLC to stay in place.

So there is no other entity out there that I would encourage people to use other than the LLC. You know, reasonable minds can differ on that. I wrote a chapter in the book on it. But at this point, I am not advising clients to use any other structure other than the LLC, it's very flexible, it's easy to buy and sell assets through and quite frankly, you know, it's it's easily respected in the state of Tennessee and in other states as well, I'm sure you know, LLCs are just common now, you know, as common now as s corpse were in the 60s 70s 80s and up to the 90s.

I would also encourage people to look at Wyoming, Wyoming is on the cutting edge of LLC formation. You know, they recently came out with a new type of LLC that has to do with crypto currencies and blockchain protections. It's it's crazy what they're doing out there. Tennessee follows shortly thereafter and we're all still trying get our heads around it because one, I'm not a crypto guy. I don't know a whole lot about it. But you're starting to deal with like blockchain technology for the way people can vote. It's, it's really fascinating. So I do like Wyoming, I have a Wyoming LLC for one of my assets. And, you know, it's a great state as well.

Michael:

I dig it. You mentioned your book, let's talk about that for a minute. What's it called? Where can people find it? And what should they expect to find if they get a copy?

Brian:

Sure. It's, it's called replace your income, a lawyer's guide to finding funding and managing real estate investments. And they can find it on Amazon. Or they can go to www.BrianTBoyd.com. And they can order it through there. So the reason I wrote this book is because I'm having conversations very similar to what we're talking about now, about, how do I form things? What do I form? Why do I form it? Should I put all my assets in one LLC? And this book came about as a compendium of all those conversations I've had over the years with, with clients in real estate investing, how do they get started? How do they find properties? How do they get a loan? You know, what kind of loans are available? What platforms do I use? Do I do I use, Say Rhino? Or do I use Bildium? Or, you know, what's available? How can I do this using technology to leverage efficiency here? And so it's 13 chapters on all of that, including tax benefits, finance tips, how to structure an LLC, what you need to think about when you're putting together an operating agreement? You know, what's the difference between an operating agreement and bylaws? What's the difference between a charter and an articles of organization. I try to break it down. As if I'm talking to my 11 year old son, anybody can understand it. And that's what I want people to know about this book. It's, anybody can invest in real estate. You don't have to be a professional or have, you know, a six figure income, you can be a college student and start house hacking. You can easily you know, get a loan go buy a small two bedroom, one bath apartment somewhere, and get a roommate, move a roommate and then charge them rent and now your house hacking and now your real estate. And so it's possible for everybody.

Michael:

Yeah, I love it. I love it. Brian, curveball question here. What's the best compliment you've ever received?

Brian:

That I married up?

Michael:

Is that Is that a compliment to your wife? Is that a sort of backhanded compliment to you?

Brian:

It's probably a backhanded compliment to me, but I I, I could not do what I do without my wife, my wife is, you know, she's an inspiration. She basically runs the entire company. She only lets me talk to people if she can't figure it out. And she is the backbone behind this company. And the funny thing is, I had to drag her into real estate investing, I kept telling her about all the tax benefits of this honey, we can, we can make passive income. And, you know, let me tell you about appreciation and depreciation and how we can, you know, offset some of our income taxes. And she didn't believe me. Now, mind you, I have a master's degree and like, I went to school to do this. And I actually did this for a living for years. And somebody handed her Rich Dad, Poor Dad, and she read it and we're lying in bed when I was like, Hey, did you know that? If we did this, we could pay for a car?

I was like, yeah, she's like, did you know we could write our phone bill up? I'm like, Yeah, I did. She's like, did you know like, we could buy a computer and write it off in one year? I'm like, yes. I've been telling you this. And she doesn't believe it coming from me, the guy who has two graduate degrees and does it for a living, but she believes it from the guy that wrote the book, and I'm like, Okay, well, maybe I need to write a book and she'll she'll listen to, but she still doesn't listen to me. So it is what it is. But she she runs this company. And you know, I couldn't do without her. So when somebody says, I'm married up, I'm like, Yeah, I did. And I'm very lucky I did.

Michael:

Amazing. So amazing. Well, Brian, that brings up maybe my last question for you. Before I let you out of here. I think there are a lot of folks probably listening to this that have a partner significant other that aren't interested or aren't involved with a real estate investing, but they would really like them to be or they need them to be. And so you went through this struggle with your wife, how how should people be thinking about bringing their other partner into the fold?

Brian:

What I would tell them is you don't have to buy the book. You can look online and see the tax benefits of it. Is that You're going to create positive cash flow. And you're going to create tax deductions that's going to offset not only your cash flow, but your current income tax liability. So if you would like to pay less in income taxes every year, look at real estate investing. Look at it. You know, if you decide not to do and it's not for you, okay, don't do it. There are other things you can invest in. But our Congress has codified our public policy of investing in real estate in our tax code. It is there for you to take advantage of, look, when it comes tax time every year, I always kind of get a little tense, but then I'm like, Okay, well, let's go go buy another property. And then we can cost segregate that property, accelerate the depreciation, and create a larger tax deduction for ourselves, and it's not so painful come tax time.

I'm sure you know that as well that, hey, we can cashflow this property. And, you know, the government actually is encouraging us to go buy real estate, the government is encouraging you to succeed. And that's all I want for anybody is to succeed. You know, this book, I think it's 19.99. It's a lot cheaper than sitting down with me for an hour. And this is everything I've already talked about with people, and I do on a regular basis. So if your spouse is struggling to get on board with your idea of real estate investing, you know, maybe buy the book for them and show them that, hey, this is possible.

You're talking to a guy who worked two jobs to put himself through law school, and then two jobs while I was in graduate school on top of that, and I'm still paying off student loans. But you know what, I paid off a student loan last week. And I did it because we got a refund. That came back to me as a result of the deductions I have through real estate. And the first thing I did with that check was, hey, it's enough. I'm going to pay off that loan. And I did. So it's, it's a real example of how real estate can affect your bottom line.

Michael:

I love it. That is awesome. And congrats on getting that loan paid off. That's really exciting.

Brian:

Oh, thanks so much.

Michael:

You got it. Brian, we're gonna get you out of here. If people want to continue the conversation, learn more about you. What's the best way for them to do so?

Brian:

They can get in touch with me at the law firm. The website is www.BoydWills.com. And, you know, you can reach out to me on the Brian T Boyd, Facebook page and on Instagram.

Michael:

Okay, amazing. We'll be sure to do that. Brian. Thanks again for sharing some amazing wisdom man. Appreciate you coming on. We'll talk soon.

Brian:

Thanks, Michaels. Good to be here.

Michael:

You could take care.

All right, everyone. That was our episode. A big thank you to Brian for coming on and sharing some wisdom about LLCs asset protection, tax benefits and some loopholes that we can take advantage of as real estate investors. As always, if you enjoyed the episode, feel free to leave us a rating or review wherever you get your podcasts and we look forward to seeing on the next one. Happy investing