Copperline Co reorganized from one LLC into a 4-entity stack for tax + acquisition optionality
A profitable e-commerce business converted from a single Texas LLC into a 4-entity holdings stack ahead of an expected acquisition exit. File.Business handled the reorg, parent formation, asset transfers, and trademark assignment.
One Texas LLC owning everything: operations, brand, IP, warehouse, all bank accounts. Founders held membership interests directly. Single-entity tax filings. Trademark registered to founders personally.
Delaware parent LLC. Three Texas operating LLCs (operations, IP holdings, real estate). Trademark assigned to IP holdings. Two clean K-1s per founder. Acquirer can buy the parent or any subsidiary cleanly.
Background
Copperline Co had been operating as a single Texas LLC since 2019. $14M revenue, $2.4M EBITDA, two co-founders splitting 65/35. After an unsolicited LOI at 5x EBITDA, the founders realized the single-entity structure created tax friction for the acquirer (asset purchase vs entity purchase complexity) and personal liability exposure for the founders.
File.Business was engaged to design and execute a reorganization that would (1) isolate the operating business in its own LLC, (2) hold trademarks and domain assets in a separate IP holdings entity, (3) put real estate (a single warehouse) in its own LLC, and (4) sit all three under a Delaware parent holding company. Goal: be ready to sign a deal in 90 days without making structural changes during diligence.
The entity stack
Outcomes
- 90-day reorg complete ahead of acquirer diligence.
- Trademark cleanly assigned from founders personally to IP holdings via USPTO recordation.
- Real estate isolated . founders retain it post-sale via the real estate LLC.
- Acquirer signed at 5.2x EBITDA . the cleaner structure improved deal terms.
Run your business through one platform.
From formation to ongoing compliance, File.Business handles the entity stack so you can focus on the work that actually grows the business.
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