Other People's Money
Back to library
Legal Structures & Asset Protection

HoldCo / OpCo Split — Protect Cash & IP from Operating Liability

Operating LLC holds risk; sister HoldCo owns cash, IP, real estate — leases back at arms-length rents/royalties.

Overview

Classic asset protection: OpCo (operating LLC) runs the risky business with minimal cash/assets. HoldCo (separate LLC, often WY/NV) owns the real estate, equipment, IP, and cash reserves. HoldCo leases property to OpCo at market rent + licenses IP for royalty + can loan money via secured note. If OpCo is sued or fails, creditors reach only OpCo's thin balance sheet; HoldCo's assets are separately owned. Layered with a §754 election, management fee flow, and QSBS-eligible C-corp HoldCo for maximum benefit.

Best fit
High-liability operating businessesReal estate + operating combo ownersFranchise operators
Estimated impact
Asset protection $500K–$millions + tax optimization

Click Generate advisory deep dive for mechanics, IRC citations, a step-by-step execution plan, a worked numeric example on your profile, costs, risks, and this-week actions.

More legal structures & asset protection strategies

See all Legal Structures & Asset Protection strategies
OPM