A tiered multinational group with corporations, LLCs, and disregarded single-member LLCs wants to compute its Tennessee franchise-tax net worth on a consolidated basis. Which entities are disregarded, who is in the affiliated group, and how are foreign holdings and disregarded SMLLCs treated in consolidated net worth?

Plain-English summary

A multinational, tiered group — a U.S. Parent corporation over LLCs taxed as corporations (Companies A, B, C), which in turn own a mix of domestic and foreign corporations, single-member LLCs disregarded for federal income tax, and foreign LPs — wanted to compute its Tennessee franchise tax net worth on a consolidated basis and asked the Department three questions about how the pieces fit.

1. The federally disregarded SMLLCs are disregarded for Tennessee F&E too. Tennessee follows federal entity classification, but with the now-familiar carve-out: a federally disregarded entity is not disregarded for franchise and excise tax unless it is a single-member LLC whose single member is a corporation — the three-part test: (1) single-member LLC, (2) disregarded for federal income tax, (3) wholly owned by a corporation (§§ 67-4-2007(d), 67-4-2106(c)). Because each SMLLC's sole member (Company A, B, or C) is an LLC taxed as a corporation — and "corporation" includes such an entity — each SMLLC is disregarded for Tennessee F&E and treated as a division of its owner.

2. The affiliated group may make a consolidated net worth election. For franchise tax (which is $0.25 per $100 of net worth), members of an "affiliated group" may jointly elect to compute net worth on a consolidated basis (§ 67-4-2103(d)). The group here is the Parent, Companies A/B/C, and all the domestic entities they own that aren't disregarded for F&E; a disregarded entity is covered automatically by riding inside the group member it's disregarded into. Mechanics the ruling spells out: the group files a consolidated net worth registration form by the return due date (and an amended form when a member joins or leaves); the election lasts a minimum of five years and then continues until revoked; and even though net worth is figured for the whole group, each member still files its own franchise and excise tax return and closes its tax year on the same date.

3. Foreign holdings come out of consolidated net worth — but disregarded foreign SMLLCs stay in. Consolidated net worth is a pro-forma consolidated balance sheet (total assets minus total liabilities) that eliminates intra-group items and holdings in non-domestic persons (§ 67-4-2106(b)). A "domestic person" is one with more than 20% of its average property/payroll/receipts factors in the U.S. (§ 67-4-2004(15)); everything else is foreign and excluded from the affiliated group. So the group excludes its holdings in foreign corporations, foreign LLCs taxed as corporations, and foreign LPs. The twist: a foreign disregarded SMLLC that qualifies as disregarded for F&E is treated as a division of its corporate owner, so its net worth is the owner's net worth — it cannot be excluded as a foreign holding and stays in the consolidated total.

What this means for you

Groups considering a consolidated net worth election

Tennessee lets an affiliated group (built around a taxpayer subject to the franchise tax plus the domestic persons it more-than-50%-owns or that own it) elect to compute franchise-tax net worth on a consolidated basis (§ 67-4-2004(2); § 67-4-2103). Expect: a group registration by the return due date, an amended registration whenever membership changes, a five-year minimum commitment, and separate returns from each member even though the net-worth base is the group's.

Tiered structures with disregarded SMLLCs

Disregarded single-member LLCs don't file separately for F&E — they fold into the corporate owner they're disregarded into, and are automatically covered by the group's consolidated election. The owner being an LLC taxed as a corporation still counts as a "corporation" for the disregarded-SMLLC test.

Groups with foreign subsidiaries

Holdings in foreign ("non-domestic") entities are eliminated from the consolidated balance sheet — foreign corporations, foreign LLCs taxed as corporations, and foreign LPs all drop out. But don't over-exclude: a foreign disregarded SMLLC that's disregarded for F&E is a division of its owner, so its net worth is part of the owner's and stays in consolidated net worth. The "domestic person" line is the 20%-U.S.-factors test (§ 67-4-2004(15)).

Accountants and tax professionals

The election lives in § 67-4-2103 (registration (g), five-year term (h), late/early relief (i)); the group definition and "domestic person" test in § 67-4-2004(2) and (15); the consolidated net-worth/pro-forma-balance-sheet mechanics in § 67-4-2106(b); the disregarded-SMLLC test in §§ 67-4-2007(d)/2106(c) (with § 48-249-1003 conforming LLC classification to federal). Companion rulings: LR 16-10 (consolidated election with converting subsidiaries and final-return status) and LR 15-03 (a foreign incorporated entity can't be disregarded because it isn't an LLC).

Common questions

Q: Can an affiliated group compute Tennessee franchise-tax net worth on a consolidated basis?
A: Yes. Members of an affiliated group may jointly elect to compute net worth consolidated (§ 67-4-2103(d)). Each member still files its own franchise and excise tax return, but the net-worth base is the group's pro-forma consolidated balance sheet.

Q: Are disregarded single-member LLCs included?
A: Yes, automatically. A federally disregarded SMLLC owned by a corporation is disregarded for Tennessee F&E and treated as a division of its owner, so it's covered by the owner's place in the consolidated election.

Q: Do we exclude foreign subsidiaries from consolidated net worth?
A: You exclude holdings in non-domestic persons — foreign corporations, foreign LLCs taxed as corporations, and foreign LPs. But a foreign disregarded SMLLC is a division of its owner, so its net worth stays in the consolidated total and is not excluded.

Q: How long does the consolidated election last?
A: At least five years, then it continues until the group revokes it. File a group registration by the return due date, and amend it whenever a member joins or leaves.

Q: Can I rely on this letter ruling?
A: No. A Tennessee letter ruling binds the Department only as to the specific taxpayer and facts it was issued to, and it can be revoked or modified. Confirm your own facts with a tax professional.

Citations and references

Tennessee statutes (Tenn. Code Ann.):

• § 67-4-2103 (consolidated net worth election, (d); group registration, (g); five-year minimum, (h); late/early-election relief, (i))
• § 67-4-2004(2) ("affiliated group"); § 67-4-2004(15) ("domestic person" — over 20% of average property/payroll/receipts factors in the U.S.); § 67-4-2004(38) (persons subject)
• § 67-4-2007(d), § 67-4-2106(c) (federal-classification rule and disregarded-SMLLC exception); § 67-4-2007(e)(1) (separate-entity filing)
• § 67-4-2106(b) (consolidated net worth / pro-forma consolidated balance sheet); § 67-4-2105(a), § 67-4-2106(a) (franchise tax $0.25 per $100 of net worth); § 67-4-2108(a) (minimum base = real/tangible property in Tennessee)
• § 48-249-1003 (LLC classification follows federal); § 67-4-2007(a) (excise tax 6.5% of net earnings)

Federal and Department guidance:

• Treas. Reg. § 301.7701-2(b)(8) (foreign entities classified federally as corporations); Tennessee Department of Revenue Notice 13-16 (Nov. 2013) (reading of "corporation")

Source

• Landing page: https://www.tn.gov/revenue/tax-resources/legal-resources/tax-rulings.html
• Original PDF: https://www.tn.gov/content/dam/tn/revenue/documents/rulings/fae/14-03fe.pdf

Original ruling text

TENNESSEE DEPARTMENT OF REVENUE
LETTER RULING # 14-03

Letter rulings are binding on the Department only with respect to the individual taxpayer
being addressed in the ruling. This ruling is based on the particular facts and
circumstances presented, and is an interpretation of the law at a specific point in time. The
law may have changed since this ruling was issued, possibly rendering it obsolete. The
presentation of this ruling in a redacted form is provided solely for informational purposes,
and is not intended as a statement of Departmental policy. Taxpayers should consult with a
tax professional before relying on any aspect of this ruling.

SUBJECT

The application of the Tennessee franchise tax to a group of affiliated entities making a
consolidated net worth election.

SCOPE
This letter ruling is an interpretation and application of the tax law as it relates to a specific set of
existing facts furnished to the Department by the taxpayer. The rulings herein are binding upon
the Department, and are applicable only to the individual taxpayer being addressed.

This letter ruling may be revoked or modified by the Commissioner at any time. Such revocation
or modification shall be effective retroactively unless the following conditions are met, in which
case the revocation shall be prospective only:

(A) The taxpayer must not have misstated or omitted material facts involved in
the transaction;

(B) Facts that develop later must not be materially different from the facts upon
which the ruling was based;

(C) The applicable law must not have been changed or amended;

(D) The ruling must have been issued originally with respect to a prospective or
proposed transaction; and

(E) The taxpayer directly involved must have acted in good faith in relying upon
the ruling; and a retroactive revocation of the ruling must inure to the
taxpayer’s detriment.

FACTS

A multinational group of legal entities has a tiered structure containing corporations, limited
partnerships (“LPs”), and limited liability companies (“LLCs”).

[PARENT] (“Parent”), a U.S. corporation, owns [COMPANY A] (“Company A”), an LLC
classified as a corporation for federal income tax purposes. Company A owns [COMPANY B]

(“Company B”) and [COMPANY C] (“Company C”), which are LLCs classified as corporations
for federal income tax purposes; multiple domestic LLCs disregarded for federal income tax
purposes; domestic corporations; and foreign corporations. Company B owns several domestic
and foreign LLCs disregarded for federal income tax purposes; a domestic corporation; foreign
corporations; foreign LLCs federally classified as corporations; and foreign limited partnerships
(“LPs”). Company C owns a domestic LLC disregarded for federal income tax purposes.

For federal income tax purposes, the income and attributes of Parent, Company A, Company B,
Company C, various other domestic subsidiaries, and each of the federally disregarded entities
owned by these entities are included in a U.S. Consolidated Corporation Income Tax Return. The
federal income tax treatment of each entity and its position in the legal entity structure is
illustrated in Appendix A.

For purposes of this ruling, the single-emember LLCs (“SMLLCs”) owned by Company A,
Company B, or Company C that are disregarded entities for federal income tax purposes and not
characterized as corporations for federal income tax purposes are referred to as “Federally
Disregarded SMLLCs.”

RULINGS

1. Are the Federally Disregarded SMLLCs also disregarded entities for Tennessee franchise
   and excise tax purposes?

Ruling: Yes. The Federally Disregarded SMLLCs are also disregarded for purposes of
the Tennessee franchise and excise taxes.

2. May Parent, Company A, Company B, Company C, and all domestic entities owned by
   Company A or Company B that are not disregarded for Tennessee franchise and excise
   tax purposes make a consolidated net worth election for purposes of computing the
   Tennessee franchise tax?

Ruling: All entities that are included in the affiliated group may make a joint election to
compute net worth on a consolidated basis for purposes of calculating the Tennessee
franchise tax. The facts indicate that the affiliated group includes Parent, Company A,
Company B, Company C, and all domestic entities owned by Company A, Company B,
or Company C that are not disregarded for Tennessee franchise and excise tax purposes.
Any entity that is disregarded for Tennessee franchise and excise tax purposes to a
member of the affiliated group is covered by the consolidated net worth election by virtue
of being disregarded to the affiliated group member. If the affiliated group makes a
consolidated net worth election, all entities that are part of the group and subject to the
Tennessee franchise tax must compute net worth on a consolidated basis.

3. For Tennessee franchise tax purposes, may the affiliated group making the consolidated
   net worth election exclude from net worth the holdings of members of the affiliated group
   in foreign entities, which are statutorily excluded from the affiliated group?

Ruling: In calculating consolidated net worth for Tennessee franchise tax purposes,
members of the affiliated group may exclude from net worth the holdings of members of
the group in any entity that does not come within the TENN. CODE ANN. § 67-4-2004(15)
(2013) definition of a “domestic person.” When a member of the affiliated group invests
in a foreign Federally Disregarded SMLLC that qualifies as a disregarded entity for
Tennessee franchise and excise tax purposes, the foreign Federally Disregarded SMLLC
is treated as a division of its owner. The net worth of a foreign Federally Disregarded
SMLLLC is therefore treated as the net worth of its corporate parent and, thus, is part of
the consolidated net worth computation.

ANALYSIS

Tennessee imposes an excise tax at the rate of 6.5% on the net earnings of all persons, as defined
under TENN. CODE ANN. § 67-4-2004(38) (2013), doing business within Tennessee.’ Tennessee
also imposes a franchise tax at the rate of $0.25 per $100, or major fraction thereof, on the net
worth of a person doing business in Tennessee, pursuant to TENN. CODE ANN. 88 67-4-
2105(a), -2106(a) (2013). Persons subject to the Tennessee franchise and excise taxes include,
but are not limited to, corporations, limited liability companies, and limited partnerships.* With
certain limited exceptions, each taxpayer is considered a “separate and single business entity” for
Tennessee franchise and excise tax purposes and must file its Tennessee franchise and excise tax
return on a Separate entity basis.“

(1) DISREGARDED ENTITIES

The Federally Disregarded SMLLCs are disregarded for purposes of the Tennessee franchise and
excise taxes.

TENN. CODE ANN. 88 67-4-2007(d), -2106(c) (2013) provide that, for Tennessee franchise and
excise tax purposes, a business entity shall be classified as a corporation, partnership, or other
type of business entity, consistent with the way the entity is classified for federal income tax
purposes. However, TENN. CODE ANN. 88 67-4-2007(d), -2106(c) further provide that “entities
that are disregarded for federal income tax purposes, except for limited liability companies
whose single member is a corporation, shall not be disregarded” for Tennessee franchise and
excise tax purposes. Thus, to be disregarded for Tennessee franchise and excise tax purposes, an

' TENN. CODE ANN. § 67-4-2007(a) (2013).

• Note that, under TENN. CODE ANN. § 67-4-2108(a)(1) (2013), the franchise tax base “shall in no case be less than
  the actual value of the real or tangible property owned or used in Tennessee, excluding exempt inventory and
  exempt required capital investments.” According to TENN. CODE ANN. § 67-4-2108(a)(3), for purposes of this
  section, “property” is to be “valued at cost less accumulated depreciation in accordance with generally accepted
  accounting principles.”

TENN. CODE ANN. § 67-4-2004(38) (2013).

“ TENN. CODE ANN. §§ 67-4-2007(e)(1), -2106(c) (2013).

entity must be (1) a single member limited liability company; (2) disregarded for federal income
tax purposes; and that is (3) wholly owned by a corporation.

For purposes of TENN. CODE ANN. 88 67-4-2007(d), -2106(c), the term “corporation” includes an
entity formed as a corporation under state law; a non-corporate entity whose default
classification for federal tax purposes is to be treated as a corporation; an entity formed under
another country’s laws whose default classification for federal tax purposes is to be treated as a
corporation;” and an entity that makes an election on federal Form 8832 (Entity Classification
Election) to be classified as a corporation for federal tax purposes. °

TENN. CODE ANN. § 48-249-1003 (2013) provides that, “[flor purposes of all state and local
Tennessee taxes, a domestic or foreign LLC shall be treated as a partnership or an association
taxable as a corporation, as such classification is determined for federal income tax purposes.””
Thus, for Tennessee franchise and excise tax purposes, a limited liability company will be treated
as a corporation, partnership, or disregarded entity in the same manner as it is for federal
purposes.

Company A, Company B, and Company C are LLCs taxed as corporations for federal income
tax purposes. Each of these LLCs is the sole member of a Federally Disregarded SMLLC. Thus,
each such Federally Disregarded SMLLC is also disregarded for Tennessee franchise and excise
tax purposes.

(2) CONSOLIDATED NET WORTH ELECTION

All entities that are included in the affiliated group may make a joint election to compute net
worth on a consolidated basis for purposes of calculating the Tennessee franchise tax.® The facts
indicate that the affiliated group includes Parent, Company A, Company B, Company C, and all
domestic entities owned by Company A, Company B, or Company C that are not disregarded for
Tennessee franchise and excise tax purposes. All entities that are disregarded for Tennessee
franchise and excise tax purposes to a member of the affiliated group are covered by the
consolidated net worth election by virtue of being disregarded to an affiliated group member. If
the affiliated group makes a consolidated net worth election, all entities that are part of the group
and subject to the Tennessee franchise tax must compute net worth on a consolidated basis.

° See Treas. Reg. § 301.7701-2(b)(8) (West, Westlaw through Apr. 24, 2014) (listing foreign entities that are
classified federally as corporations).

8 See TENNESSEE DEPARTMENT OF REVENUE, NOTICE 13-16 (Nov. 2013), available at
http://tn.gov/revenue/notices/fae/13-16fe.pdf (last visited May 5, 2014).

’ This provision was enacted in 1994 as part of the Tennessee Limited Liability Company Act, see Tennessee
Limited Liability Company Act, ch. 868, §1, 1994 Tenn. Pub. Acts 654, 654-752 (originally codified at TENN. CODE
ANN. § 48-211-101, codified as amended at TENN. CODE ANN. § 48-249-1003 (2013)), before the publication of the
federal “check-the-box” regulations in late 1996. As a result, the provision does not specifically reference the
“disregarded” entity option now available under the federal regulations.

8 . . . . wa: . ae
The computation of consolidated net worth includes the financial information of all entities that are part of the
affiliated group regardless of whether an entity must individually file a franchise and excise tax return.

For tax years beginning on or after January 1, 2004, TENN. CODE ANN. 8 67-4-2103(d) (2013)
allows a taxpayer that is a member of an affiliated group to elect to compute its net worth for
Tennessee franchise tax purposes on a consolidated basis. Each affiliated group member
computing its net worth on a consolidated basis must file a separate Tennessee franchise and
excise tax return.”

To compute net worth on a consolidated basis, all members of an affiliated group must file a
group consolidated net worth registration form on or before the due date of the tax return for the
period for which the election is to take effect.'° If a member enters or leaves the group at any
time during the tax year, the group must file an amended group registration form on or before the
due date of the return for the period in which the event takes place."

Once made, the consolidated net worth election remains in effect for a minimum of five years.
After the initial five years, the consolidated net worth computation election will continue unless
the group revokes its election by filing a group revocation election form.”

Following the consolidated net worth election, each member of the group that is subject to the
franchise and excise taxes must file its own franchise and excise tax return. Each member must
compute its net worth on a consolidated basis and must close its taxable year on the same date as
all other members of the group.“

An “affiliated group” is defined as (1) “[a] taxpayer that, standing alone, is subject to the
Tennessee franchise tax”; (2) “[a]ll other domestic persons in which the taxpayer, directly or
indirectly, has more than 50% ownership interest”; (3) “[a]ll other domestic persons that, directly
or indirectly, have more than 50% ownership interest in the taxpayer”; and (4) “[aJll other
domestic persons in which a person described in [(3), above,] directly or indirectly, have more
than 50% ownership interest, regardless of whether such persons do business in Tennessee.”
For this purpose, a non-corporate taxable entity is more than 50% owned if upon liquidation

• Consolidated net worth is reported on Schedule F2 of the franchise and excise tax return, FAE 170.

10 TENN. CODE ANN. § 67-4-2103(g) (2013). The consolidated net worth registration form is available on the
Department’s website at http://tn.gov/revenue/forms/fae/f1308301Fill-in.pdf.

"Id.

' TENN. CODE ANN. § 67-4-2103(h).

'S Td. TENN. CODE ANN. § 67-4-2103(i) authorizes the Commissioner of Revenue to accept a late election or a late
revocation of an election, or to permit any early revocation of an election to compute net worth on a consolidated
basis if the commissioner determines there is reasonable and good cause for such action.

4 TENN. CODE ANN. § 67-4-2103(d).

'S TENN. CODE ANN. § 67-4-2004(2)(A).

more than 50% of the assets of the non-corporate taxable entity, directly or indirectly, accrue to a
member or members of the affiliated group. °

A “domestic person” includes any entity “with more than twenty percent (20%) of the average of
its property, payroll and receipts factors, as each factor is calculated for a separate entity under
§ 67-4-2111, in the United States.”’” Thus, all non-domestic entities are excluded from the
affiliated group for purposes of the consolidated net worth election. For purposes of this
discussion, entities that do not come within the definition of “domestic person” under TENN.
CODE ANN. § 67-4-2004(15) will be referred to as “foreign entities.”

Parent, Company A, Company B, Company C, and their domestic regarded subsidiaries
comprise an affiliated group as defined under TENN. CODE ANN. § 67-4-2004(2), and as a group
may make a consolidated net worth election. All foreign entities that are part of the
organizational structure as described in the Facts are excluded from the affiliated group making
the election. Each affiliated group member that is subject to the Tennessee franchise and excise
taxes must file its own separate franchise and excise tax return, but the consolidated net worth
upon which each entity’s franchise tax is imposed is computed based upon the assets and
liabilities of all members of the affiliated group. ®

(3) EFFECT OF INVESTMENTS IN FOREIGN ENTITIES ON CONSOLIDATED NET WORTH
COMPUTATION

In calculating consolidated net worth for Tennessee franchise tax purposes, members of the
affiliated group may exclude from net worth the holdings of members of the group in any entity
that does not come within the definition of a “domestic person.” When a member of the affiliated
group invests in a foreign Federally Disregarded SMLLC that qualifies as a disregarded entity
for Tennessee franchise and excise tax purposes, the foreign Federally Disregarded SMLLC is
treated as a division of its owner. The net worth of a foreign Federally Disregarded SMLLC is
therefore treated as the net worth of its corporate parent and, thus, is part of the consolidated net
worth computation.

For taxpayers computing net worth on a consolidated basis, net worth is defined as “the
difference between the total assets and the total liabilities of the affiliated group at the close of
business on the last day of the tax year, as shown by a pro forma consolidated balance sheet
including all members of the group.”'? TENN. CODE ANN. § 67-4-2106(b) states that a taxpayer
should prepare its pro-forma consolidated balance sheet “in accordance with generally accepted
accounting principles wherein transactions and holdings between members of the group and
holdings in non-domestic persons have been eliminated.”

1 TENN. CODE ANN. § 67-4-2004(2)(B).
” TENN. CODE ANN. § 67-4-2004(15).
18 See TENN. CODE ANN. § 67-4-2106(b).

19 Td.

If the affiliated group makes a consolidated net worth election and a member of the group has a
holding in an entity that does not come within the definition of a “domestic person,”~° then the
affiliated group must exclude from its consolidated balance sheet any holdings in such entity.

According to the facts presented, certain affiliated group members have holdings in a number of
foreign entities including foreign corporations, foreign LLCs classified as corporations for
federal income tax purposes, foreign limited partnerships classified as partnerships for federal
income tax purposes, and foreign Federally Disregarded SMLLCs.

The foreign corporations, foreign LLCs classified as corporations for federal income tax
purposes, and foreign limited partnerships classified as partnerships for federal income tax
purposes in which several of the affiliated entities hold an interest are properly characterized as
non-domestic persons because, on a separate entity basis, none of these entities has more than
twenty percent (20%) of its average of property, payroll, and receipts factors, in the United
States.*' The pro-forma consolidated balance sheet of the affiliated group must exclude holdings
in such foreign entities in accordance with TENN. CODE ANN. 8 67-4-2106(b). As such, in
calculating consolidated net worth, a taxpayer that is part of the affiliated group must exclude the
holdings of group members in the foreign corporations, foreign LLCs classified as corporations
for federal income tax purposes, and foreign limited partnerships classified as partnerships for
federal income tax purposes that are part of the organizational structure as described in the Facts.

The net worth of any foreign Federally Disregarded SMLLC disregarded for purposes of the
franchise and excise taxes is included in the net worth of its owner. As stated above in the
response to Question #1, a SMLLC owned by an entity classified as a corporation for federal
income tax purposes is treated as a disregarded entity for Tennessee franchise and excise tax
purposes. Accordingly, the foreign Federally Disregarded SMLLCs owned solely by Company B
are disregarded entities for purposes of the Tennessee franchise and excise taxes and are included
in Company B’s franchise and excise tax return. The end effect is that the net worth of the
foreign Federally Disregarded SMLLCs is treated as the net worth of Company B, and is
accordingly included in the consolidated balance sheet.

In summary, if the affiliated group makes a consolidated net worth election, it may exclude from
its consolidated balance sheet holdings that affiliated group members have in the foreign
regarded entities. The affiliated group may not, however, exclude holdings of its members in
foreign Federally Disregarded SMLLCs that are disregarded to affiliated group members for
Tennessee franchise and excise tax purposes.

°° As previously stated, for purposes of the Tennessee franchise and excise taxes, a “domestic person” is “any person
with more than twenty percent (20%) of the average of its property, payroll, and receipts factors, as each factor is
calculated for a separate entity under § 67-4-2111, in the United States.” TENN. CODE ANN. § 67-4-2004(15).

• See TENN. CODE ANN. § 67-4-2004(15).

APPROVED:

DATE:

Jennifer Wilson
Assistant General Counsel

Richard H. Roberts
Commissioner of Revenue

June 19, 2014

Appendix A

Corporation for federal incometax purposes

LLC taxed as acorporation for federal incometax purposes
LLC taxed as a disregarded entity for federal incometax purposes

LP taxed as a partnership for federal incometax purposes

PDODIU| i

Parent
Foreign Domestic ny Domestic
Subsidiaries Subsidiaries SMLLCs
Domestic
SMLLC
d Domestic Foreign - Domestic
ign SMLLCs Subsidiaries Foreign Subsidiary
LPs