Real Estate Asset Protection

Mike Hambright: Welcome to the Flip Nerd.com podcast. This is your host, Mike Hambright, and on this show I will introduce you to VIPs in the real estate investing industry as well as other interesting entrepreneurs whose stories and experiences can help you take your business to the next level. We have three new shows each week, which are available in the iTunes Store, or by visiting Flip Nerd.com. So without further adieu, let’s get started.

Hey, it’s Mike Hambright with Flip Nerd.com. Welcome back for another exciting VIP interview where I interview some of the most successful real estate investing experts and entrepreneurs in the industry to help you learn and grow. Today I’m joined by attorney, Garrett Sutton, who has a wealth of information on protection. Mr. Sutton is a best-selling author; in fact he’s one of Robert Kiyosaki’s Rich Dad Advisors, and he’s the founder of Corporate Direct, which helps assist entrepreneurs and investors in protecting their assets. Today we’re going to discuss real estate asset protection from one of the premier authorities in the country. But before we get started, let’s take a moment to recognize our featured sponsors.

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Mr. Sutton, thank you for joining us on the show today.

Garrett Sutton: Thanks, Mike, a pleasure to be here.

Mike Hambright: Absolutely glad you are here. So you know, what’s interesting is for me and this is one of the things that you don’t really realize until you’ve been a real estate investor for a while, is you just are so focused on getting started and making money, that sometimes people overlook getting their entities set up right, or maybe entities at all. They may be operating as a sole proprietor with no entity.

And then after you kind of build your empire or start to build things up then you may get hit with a law suit or something. And usually when you realize that you’re not protected is when it’s too late often. So I’m excited to talk about this topic today; and it’s actually something that’s impacted me for sure over the years. Things just happen, and you start to question whether you’re structured right. If something happens to me, is my family protected and all those things?

But before we get into that why don’t you talk a little about your background. A lot of folks have read your book, but they may not have heard you speak directly. But just kind of share a little bit of information about you.

Garrett Sutton: All right, well thank you, Mike. Again, thanks for having me on the show. It’s a pleasure to be here.

Mike Hambright: I’m glad you’re here.

Garrett Sutton: My name is Garrett Sutton. I am an attorney here in Reno, Nevada. I grew up I the Bay area and went to the University of California in Berkeley, and then I crossed the Bay to Hastings Law School, which is the University of California’s law school in San Francisco.

I practiced law in the Bay area and I just kind of got tired of the crowds there. And so I moved up to Reno. I’d always spent my summers at Lake Tahoe, and I wanted to be near Lake Tahoe and the skiing and the hiking. So I moved up here in 1989 and it’s been great living here.

I was very fortunate to become associated with Robert Kiyosaki, and became one of the Rich Dad advisors and have written six books in the Rich Dad advisor series. And I really enjoy going around the country and talking to investors about how to protect your real estate. Because as you say, Mike, when you get started you’re so intent on getting title to that property, getting the loan in place, getting tenants, and a lot of people forget that they have to protect the asset as well.

Mike Hambright: Right.

Garrett Sutton: I had a lady come up to me in San Francisco. I was giving a talk, and she said, “You know, I’m just buying a duplex and I’d like to use an LLC to protect it.” I said, “That’s a great idea. In California the annual fee for an LLC is $800 a year.” And she said, “Oh my gosh. I can’t afford that.” And I go, “Well, it’s your choice.”

And I was giving another speech in San Francisco a year later, and she came up to me and said, “You know, I’m getting sued by a tenant and I’d like to set up that LLC now.” Well, it’s too late, you know. If it’s in your name and the tenant sues you, you are personally responsible for everything that happens. So it’s important to understand that you really need to take affirmative steps now. You need to set it up now.

Mike Hambright: Right.

Garrett Sutton: You need to set it up now.

Mike Hambright: Right, right. And can you tell us a little bit about I guess how it came to be that you focus on this area. How did you pick this expertise? You know, of all the exciting legal fields you could have chosen.

Garrett Sutton: Right, I could have [inaudible 00:05:34]. I really enjoy corporations. When I went to law school I just found myself attracted to corporate law. And then, Mike, I grew up in Oakland, and my Dad was a judge, and he would tell me stories at the dinner table about how people didn’t protect their assets. You know, someone came into court and they were a general partner and they had operated as a sole proprietor, when they could have easily set up an entity. And I just remembered those stories as a kid, how people didn’t engage in asset protection. So that was another reason why I went into this area. I just enjoy helping people protect their assets.

Mike Hambright: Yeah, and I know that there is a lot of discussion over forming legal entities in different states, regardless of where you live. Can you just give some general advice on how important that really is, and why people consider forming entities in states other than the state where they live?

Garrett Sutton: Well you raised a very good point. If you have property in the State of Arizona you would consider setting up an Arizona LLC for that property. Arizona’s law is good; it’s not the strongest. So as a second phase you may have the Arizona LLC owned by a Wyoming or a Nevada LLC. Those are the two strongest state laws in the country for LLCs.

And so you have one or more Arizona, Colorado, Utah, or whatever LLCs, and all owned by one Wyoming LLC. Wyoming offers the best asset protection, and now it has two advantages over Nevada. It’s a little less expensive on an annual basis than Nevada, and they don’t list your name on the Internet. So you have more privacy with Wyoming than you have with Nevada.

So for a lot of our clients we will use that strategy. You’re going to have an LLC in the state where the property is located, because you’re doing business there. You’re collecting rents there and you need to be qualified or seen to be doing business in that state.

But that next entity down should be a Wyoming or Nevada LLC for the better asset protection. If you get sued in a car wreck, and someone wants to get at the Arizona property, they have to fight through the Wyoming LLC to even get at Arizona. And under Wyoming law it’s going to be very difficult for them to get through Wyoming to Arizona.

Mike Hambright: Right. And I don’t ask this next question to say that anybody should shirk their responsibility. I mean, you need to be a responsible business owner for sure. But from somebody that’s had some frivolous lawsuits against them that just kind left the realization that anybody can sue anybody no matter how ridiculous it is. How important is having an entity in another state of yours to not just for stronger laws, but just to make it a little more complicated for folks to track you down or to file that suit. How much of a role is the complexity in not having bread crumbs directly to your own front door?

Garrett Sutton: I like putting up as many real or perceived road blocks as possible.

Mike Hambright: Yeah.

Garrett Sutton: Right. So if someone is coming after you and they see that your property is in an LLC, that’s going to be a deterrent. Now if they come to understand that your properties in Arizona are eventually held by a Wyoming LLC, and they’re going to have to hire an attorney in Wyoming, that’s an even bigger deterrent.

Mike Hambright: Right.

Garrett Sutton: So I want to set up as many deterrents as possible. And I think that’s everybody’s asset protection strategy. Now when we’re talking about entities, we shouldn’t forget the importance of insurance.

Mike Hambright: Oh absolutely.

Garrett Sutton: You’re always going to have insurance. When I’m setting up entities I always tell people insurance is the first line of defense. Right?

Mike Hambright: Yeah.

Garrett Sutton: Attorneys know how to get after the insurance.

Mike Hambright: Right.

Garrett Sutton: That’s kind of the pot of red meat and they know how to get after it.

Mike Hambright: Right.

Garrett Sutton: But the entities then are the second line of defense, and a lot of attorneys don’t know how to get through these entities. So it is again another deterrent.

Mike Hambright: Yeah, well if you consider that a lot of folks, at least in my case, were probably hiring somebody on contingency and so the more complicated you make it for that attorney the less likely they are willing to accept it on contingency; and the less likely that person is to have money out of pocket just to get past that initial phase of discovery or whatever.

Garrett Sutton: A contingency fee whereby an attorney is going to take a percentage of what’s collected; let’s say they’re going to get a third, and you don’t have to pay anything during the time that they are suing.

Mike Hambright: Right.

Garrett Sutton: But when the attorney wins he or she gets to keep a third of the action; an attorney is less likely to take a contingency case when they’re going to have to hire another attorney in Wyoming. By owning, charging order says all they get is a right to distributions. Now you have an attorney who is sitting around waiting to get paid.

Mike Hambright: Right.

Garrett Sutton: That’s not in the attorney’s economic interest. So these LLCs are a deterrent for contingency fee attorneys.

Mike Hambright: Yeah, so in terms of just general advice that you give people, I mean, one of the most common questions that I’m asked is, and I usually tell people that I’m not an attorney and you should talk to one. But in terms of what type of legal entity to set up; there are so many different flavors out there and there are pros and cons of several different ones. There are some that obviously you should probably stay away from completely. But there’s probably not a one-size-fits-all answer to that question, but just maybe kind of help us understand what people should really be looking at and what they should consider when they’re thinking of setting up an LLC?

Garrett Sutton: We have a couple different entities to choose from. We have corporations, be they S corporations which have flow through taxation, or C corporations which are doubled taxation. We have LLCs, which stands for Limited Liability Companies. And we have limited partnerships, which are called LPs. And typically you’re going to use for real estate either an LLC or an LP. And in that case you have, depending on the state you’re in, better asset protection. The corporations don’t have the same level of asset protection as an LLC or an LP does. There is only one state that gives the charging order asset protection to corporate chairs and that’s Nevada. But the taxation of the corporation is not as friendly for real estate as the partnership taxation of an LLC and an LP.

So to shortly answer your question, Mike, you’re going to use either an LLC or an LP for real estate.

Mike Hambright: Okay. And is it a different answer if you have a partner that’s not a family member or spouse versus somebody that does for example? What are some criteria that you start to look at to say my answer is different if this is the case?

Garrett Sutton: Well they’re both good entities, the LLC and the LP. The LP requires you to set up two entities, because you need a general partner and a limited partner. So you set up a corporation or an LLC to be the general partner. So the LP requires two entities. So for that reason alone a lot of people just like the LLC.

The one advantage of the LP is the general partner has absolute control. So the general partner can own as little as 2%, but have absolute control over it. So when you’re bringing partners in and you want to make sure that they don’t come and try and influence management, the LP may be the way to go.

Mike Hambright: Yeah.

Garrett Sutton: So we have two good entities, but if you’re interested in control, and as a syndicator or a real estate investment company, you might favor, even though it requires two entities, you might favor the limited partnership over the LLC.

Mike Hambright: Okay. And I don’t know that all states have these yet, but something that I’m hearing more and more about. In fact I have actually owned or been the owner of one in the past, is a series LLC, specifically for real estate investors where the concept is you don’t have to form a new legal entity. You just write it into your operating agreement that effectively you have a new series in that LLC.

Garrett Sutton: I’m not a fan of the series in an LLC. And write about it in this great book called, Loopholes of Real Estate. We talked about the series LLC. And they’re not proven yet. There are no court cases on them. I think about 14 states have approved them, but I just like the certainty of a court saying, yes, we’re going to allow these buckets or series to be protected from each other. I think it’s safer to set up individual LLCs right off the bat.

Mike Hambright: Yeah, I mean, the typical reason that people are setting up multiple entities is to prevent piercing that corporate veil, right? Even though I owned one, I never really understood. The typically require you to put something in the name, like series 1, series 2; and it’s like, well, if it says series, people know that there must be other assets out there. So that’s like the ultimate bread crumb. It’s like, hey, there are more of us here!

Garrett Sutton: Right. Well, and it was interesting, Mike, because the promoters went around California saying, “It’s $800 per year per entity,” and if you’ve got ten LLCs, that’s $8,000 a year. Well let’s just set up one series LLC, and have ten properties in each series, separate series. Well in the State of California; you’ve got to give them credit. At least they’re consistent.

Mike Hambright: Yeah.

Garrett Sutton: They said that each series is $800.

Mike Hambright: Wow!

Garrett Sutton: So they were able to collect the $8,000 anyway.

Mike Hambright: Wow!

Garrett Sutton: But see, we don’t have a lot of certainty with the series LLC, and until we do I just don’t like my clients to be pioneers. I don’t want them to find out the hard way that some court say we’re not going to give asset protection to all the separate series within a series LLC.

Mike Hambright: Yeah. And so, talk to us a little bit about the consideration that people should make when they’re setting up a new entity, because they could presumably go to 50 different states and do that regardless of where they live. What are some of the general guidelines that you tell people to consider their own state versus a Nevada or New Hampshire, or somewhere else?

Garrett Sutton: Well my strategy is if you’re going to have a property in New Hampshire you would form a New Hampshire LLC, because you’re doing business there. If you get sued over the property New Hampshire law applies. I like having then the New Hampshire LLC or Utah or Arizona as we mentioned before, owned by Wyoming. And Wyoming offers the best asset protection out there. And it’s only $50 a year for an [inaudible: 00:17:06] LLC.

Mike Hambright: Wow!

Garrett Sutton: And so it’s pretty inexpensive once you’ve set up the LLC to have it there in Wyoming. And we have an office in Jackson Hole. You can come visit if you want.

Mike Hambright: Yeah.

Garrett Sutton: We have an office in Jackson Hole that would be the resident agent, and that’s $125 a year. So for $175 a year you have that extra protection of Wyoming, and you can kind of look at it like an insurance policy. It’s just another form of insurance.

Mike Hambright: And I know you’re not a tax advisor. But are there complications that that changes from a tax standpoint when different state entities own different …

Garrett Sutton: Well you’re going to pay…if your state has a tax, like Arizona has a tax. You would pay the Arizona tax on income generated through that LLC.

Mike Hambright: Right.

Garrett Sutton: But if the Arizona is a single member, meaning one owner, and it’s owned by the Wyoming, you don’t have to file an Arizona Federal Return. It all flows through to the Wyoming. There’s no state tax in Wyoming, so you don’t have a state tax return. And then you just file the one Federal Return.

Say for example you had three LLCs; one in Arizona, one in New Hampshire, and one in Utah, all owned by the one Wyoming LLC. You only have to file one Federal Return.

Mike Hambright: Okay.

Garrett Sutton: So that makes it pretty easy.

Mike Hambright: Yeah.

Garrett Sutton: On taxation.

Mike Hambright: Okay, and can you give some guidance or advice in terms of the number, for rentals specifically, the number of properties that you advise people to put into one legal entity? I’ve heard all over the board, and I know…

Garrett Sutton: [inaudible 00:18:45] I don’t have a rule of thumb. I think it’s what you’re comfortable with.

Mike Hambright: Yeah.

Garrett Sutton: I mean, some people say you should never put three or more properties in one LLC. Well if you’re in a state like California, where they’re charging $800 for an LLC, and maybe that changes.

Mike Hambright: Right.

Garrett Sutton: Some people do it by a dollar limit. I talk to my clients; we get on the phone and just chat about what they’re comfort level is. I think that’s the best way to do it.

Mike Hambright: Yeah. And when you say comfort level you’re talking about risk tolerance specifically?

Garrett Sutton: Right.

Mike Hambright: Yeah.

Garrett Sutton: If you have 20 properties in one LLC, and you get sued by a tenant at one property, they can get the equity in all 20. So do we have four separate LLCs with five properties each?

Mike Hambright: Right.

Garrett Sutton: Do we have two LLCs with ten properties each; that’s really your judgment call; what you’re comfortable with.

Mike Hambright: Yeah, which then causes a lot of grief from an accounting standpoint. You have to have multiple bank accounts. I mean, we’ve gone that route. We’ve had them in multiple entities. We’ve merged them into one from the accounting standpoint.

Garrett Sutton: Right.

Mike Hambright: I don’t personally know anybody that has ever been sued that lost a case and then somebody was able to take all their other properties. I mean, conceivably I understand how that could happen, and I’m sure you have some experiences with it. But kind of talk about the real risk that is there; of course it depends on the state that you’re in, too.

Garrett Sutton: We had a client that had five properties in their individual name, all right? And so a tenant sued over one property. It was a horrendous accident. The insurance didn’t adequately cover the claim, and because he had five properties in his individual name, the tenant was able to go after the equity in all five.

Now that would be the same case if the tenant sued and all five properties were in one LLC.

Mike Hambright: Right.

Garrett Sutton: The tenant could get the equity in all five. However, say we had two LLCs, and we had two properties in one and three in the other. And the tenants sued over the LLC that had two properties. They can get the equity in the two properties, but they are not able to get the equity in the other three because it’s in a separate LLC. Their claim is against the first LLC, and they have no claim against the second one. So that’s kind of how that works. Again, it’s a judgment call.

Mike Hambright: Yeah. And maybe the court would require that entity to liquidate its assets to try to pay the claim. Is that right?

Garrett Sutton: Correct, if insurance doesn’t cover it.

Mike Hambright: But from a structure standpoint, no court would ever say what other legal entities do you have that we might be able to liquidate. You’re protected in that regard.

Garrett Sutton: Correct; when the tenant sues over something that happened on the property. [inaudible 00:21:44]

Mike Hambright: And then if a tenant conceptually were to go and sue that other entity, too, to try to get more assets, they would really have no…

Garrett Sutton: That’s their claim; they rented from the first entity. They don’t have a contract with the second entity. It changes when we have a car wreck, right? The car wreck action has nothing to do with the real estate. They think you might, and they are suing you personally.

Mike Hambright: Right.

Garrett Sutton: And they would like to get a the real estate in these two LLCs. Well, if we have the Wyoming LLC blocking those two, it’s going to be tough for them to get at those properties, because Wyoming and Nevada just offers the charging order.

Mike Hambright: Sure. And I suppose that would be different, as there are a lot of real estate investors that have marketing on their vehicle, which is basically a billboard to, hey, if you get in an accident with this vehicle you may have a company to go after. So I guess that may be changes in that regard if somebody had a wrapped vehicle or a magnet on their door that said, hey, I’m with this legal entity. The investor’s doing it so they can write a portion of their vehicle off through their company, because we’re using it for company use. I mean, that probably opens the gateway to that, right?

Garrett Sutton: My clients in that situation will have an entity for marketing. It’s just an entity that’s out there that does the marketing. And then they’ll have a separate LLC, one or more, to hold the real estate. So we kind of split up the marketing activities from the holding real estate activities; because you’re absolutely right. In that situation you described, our wreck could lead someone to be able to get at the four-plex.

Mike Hambright: Yeah. It seems like the typical thing that happens is just sue everybody, and then let the dust settle where it may.

Garrett Sutton: Right. And it’s too late once you’ve been sued. So it’s best, as we said at the top of the show, it’s best to set these entities up now, right as you get started.

Mike Hambright: Yeah.

Garrett Sutton: To start protecting yourself.

Mike Hambright: Right. Can you talk a little bit about where you think things are going litigiously in terms of where the country is going, and where different states are going? Of course it depends on the economy, but what are some changes that real estate investors should anticipate or should at least be trying to watch around the corner to see, if they change things that could impact them?

Garrett Sutton: Well we live in the most litigious society on earth.

Mike Hambright: Yeah.

Garrett Sutton: And that’s not going to change.

Mike Hambright: Right.

Garrett Sutton: Attorneys are well rewarded for bringing litigation. You and I aren’t going to change that system; and so knowing that we need to protect ourselves right from the start. I don’t see the system changing, and in many ways the system is fine. I mean, it allows people to go to court to redress their claims. Instead of people shooting each other in the street, go to court. Right?

Mike Hambright: Right.

Garrett Sutton: It’s a civil way to go. With that comes frivolous litigation. You do have attorneys and people out there that play games with the system. They try to game the system. And while I don’t think we’re going to change the system you just have to know that those people, those predators, are out there and you have to protect yourself accordingly.

Mike Hambright: Right. One of my big learning experiences over the past several years as a real estate investor is I’ve been in a couple of very frivolous lawsuits that in my heart I knew that I did nothing wrong. It’s just that you could be sued by anybody. I think folks just need to, if you haven’t had that experience, you need to understand that even if you are structured completely right, and nobody could possibly ever win, that doesn’t mean that you will win. I mean, there’s the time you have to deal with these things, there’s the lost sleep, and just these things tend to be drawn out over the course of years in many instances. But it’s even worse if you’re not set up properly to protect yourself, for sure.

Garrett Sutton: Right, and you know, Mike, I do not offer 100% bulletproof guarantees. You can’t offer that.

Mike Hambright: Right.

Garrett Sutton: So knowing that, you do the best you can, but like you say, if you get into litigation it is stressful. It is expensive. It is time consuming, and if you can avoid it you certainly should.

Mike Hambright: Right.

Garrett Sutton: So I always recommend that people have adequate insurance. I think having an umbrella policy tied to your home and auto is a good thing, and in most states you can get an extra million dollars in coverage for $400 a year. I think that umbrella policy is a good investment. And then the second line of defense, as we discussed, are these entities. Right?

Mike Hambright: Yeah.

Garrett Sutton: People are going to be less likely to sue you if you hold your real estate and other assets in entities. So for example, you could have a couple of entities to hold real estate and then if you have a big brokerage account, I would suggest having a separate LLC to hold the brokerage account. Because if that brokerage account is in your name and there is a million in it, someone could go straight out for that account when you get sued. So let’s put that into a Wyoming LLC as well.

Mike Hambright: Yeah. One other, and I don’t know how you feel on this; it’s one of the pieces of advice that I often give people, just based on my personal experiences. We’re well insured, but what we’ve been sued on in the past was fraud. We didn’t disclose something on the seller’s disclosure that we should have that was completely false. But none the less, my insurance, my general liability and other things didn’t cover fraud, and at least in my state where I’m at they generally always sue for fraud, because if they’re able to win they’re able to potentially get triple damages. So they always throw the fraud thing in. So one of the pieces of advice that I often give people is to look into getting an errors and omissions policy, or some sort of E and O policy that protects you from fraud; because the general liability policy is not going to do that.

Garrett Sutton: Well you raised a good point. As you get into real estate you’re going to have a team, and I think one of the important team members is your insurance broker.

Mike Hambright: Yeah.

Garrett Sutton: And you should sit down with him or her and say, this is what I’m doing. Let’s do a risk analysis here. And you’re absolutely right; the fraud claims come and they know that insurance doesn’t cover that.

Mike Hambright: Right.

Garrett Sutton: And so to have a policy, and E and O policy, D & O, that will protect you and it makes a lot of sense.

Mike Hambright: Yeah. Well Garrett, I know that your firm, Corporate Direct, offers a lot of services to folks that are setting up new entities. Can you tell us a little bit about what you do and why folks might be interested in working with you?

Garrett Sutton: Sure. We offer very affordable asset protection. We offer consult; you can get on the phone with me and usually in 15 minutes we can come up with a strategy. If you know what you want, you know you need a Texas LLC, you can get on the phone with one of our account reps and we’d be happy to talk to you. We charge a flat fee of $695 and that includes everything.

But if you mention your group we’d be happy to offer $100 discount.

Mike Hambright: Oh, fantastic.

Garrett Sutton: And people will say, “Well, I can go to Legal Zoom and get that for $129.” But there really is a difference between what we do and what Legal Zoom does.

Mike Hambright: Sure.

Garrett Sutton: It’s just what level of service do you want?

Mike Hambright: Right.

Garrett Sutton: But we’re happy to talk to people, come up with the best strategy for their in-state activities for Wyoming or Nevada. And we do it for all 50 states; we handle a lot of foreign investors who are coming to the United States, investing. We work with their CPA back home, or their CPA here in the United States. And we get the right strategy together, because it’s not every strategy fits every situation.

Mike Hambright: Right.

Garrett Sutton: We get the right strategy for the client, and then our goal is to make it very easy on an on-going basis. You don’t pay the $695 every year; you just pay the resident agent fee of $125. And if you want us to prepare the minutes so that your veil doesn’t get pierced, we can do that. So we provide the full range of services for your asset protection needs.

Mike Hambright: Great, well we definitely appreciate your time and all the knowledge you’re shared today. I appreciate you being on the show.

Garrett Sutton: Well it’s my pleasure. And good luck to all of your investors. I’ve watched a couple of your shows, Mike, and they’re great.

Mike Hambright: Thank you.

Garrett Sutton: You’ve provided a lot of information to people. And that’s good; people need this kind of information. So thank you.

Mike Hambright: Yeah, I appreciate you. And so for those who are listening, we’ll add a link to your company website down below. And as Mr. Sutton mentioned, if you mention that you’re interested in setting up an entity and you mention Flip Nerd, he’ll know $100 off. So that’s fantastic. Thank you for adding that.

Garrett Sutton: Sure, my pleasure.

Mike Hambright: Well please stay in touch and I may personally be reaching out to you for some advice here.

Garrett Sutton: Good.

Mike Hambright: So thanks so much for joining us today.

Garrett Sutton: Sure, my pleasure.

Mike Hambright: Okay, have a great day.

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