- Legal vs tax
- Separate entity + arm's-length license. Transfer-pricing and state apportionment are CPA/attorney work, not a template.
- Liability
- Can isolate IP from operating claims if the license and capitalization are real.
- Default federal tax
- disregarded
- Other federal options
- c corporation, s corporation, partnership
- Formation / maintenance
- Assignment of IP, license agreement, and separate accounts. Fake invoices do not create substance.
- Public-record notes
- Trademark records are public at USPTO regardless of which LLC owns them.
- Succession
- IP sit in the holdco so the opco can be sold or shut down with a cleaner IP story.
- Investor fit
- Common in product companies. Expect diligence on the assignments.
Disqualifiers
- No written assignment from the founder
Professional review: attorney, cpa.
Related: holding-companyoperating-company