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Modeling US Legal Forms and Tax Classifications

Learn best practices for recording US state legal forms, GLEIF ELF codes, tax classifications, and real estate locations in ORCA.

Managing US entity structures - such as family offices, investment funds, and corporate holdings - requires differentiating between an entity's state legal formation, its federal tax classification, and the physical location of its assets. This guide outlines proven best practices for structuring these attributes cleanly in ORCA.

Setting US Entity Legal Forms (GLEIF ELF Codes)

ORCA standardizes entity legal forms using the ISO 20275 Entity Legal Forms (ELF) code list maintained by GLEIF (Global Legal Entity Identifier Foundation). This covers every US state jurisdiction.

Common US State Legal Forms:

  • Delaware Corporation: XTIQ
  • Delaware Limited Liability Company (LLC): 815G
  • Nevada Limited Liability Company (LLC): MM8M
  • California Limited Liability Company (LLC): W071
  • New York Business Corporation: P520
  • Texas Limited Partnership (LP): 6L19

How to Assign Legal Forms:

  • In-App: Open the entity's Detail View, locate the Legal form field, and search by typing either the ELF code directly or the jurisdiction and form name (e.g., "Nevada LLC").
  • Via CSV Import: Populate the standard ELF code in the Entity Legal Form column during template uploads.

Tracking Federal Tax Classification with Labels

Under US tax rules, an entity's legal form often differs from its tax classification. For example, a single-member LLC may be a Disregarded Entity for federal tax purposes, while a multi-member LLC is taxed as a Partnership, and another entity may elect C-Corporation or S-Corporation treatment.

Because CSV templates do not contain a dedicated tax status dropdown, the recommended best practice is utilizing ORCA's Labels:

Recommended Label Taxonomy:

  • Tax: Disregarded Entity (DRE)
  • Tax: Partnership (Form 1065)
  • Tax: S-Corporation (Form 1120-S)
  • Tax: C-Corporation (Form 1120)
  • Tax: Grantor Trust
  • Tax: Non-Grantor / Complex Trust

Benefits of the Label Approach:

  • Visual Distinction: Color-code different tax statuses so that passthrough entities, blockers, and taxable corporations stand out immediately on the Dynamic Structure Chart.
  • Dynamic Filtering: Use ORCA's filter bar to display only specific tax classifications (for example, generating a view of all flow-through entities for annual tax return preparation).
  • Structure Notes Backup: Document specialized tax elections, EINs, fiscal year ends, and state tax filing requirements in the entity's Card Notes or Compliance Notes for immediate reference.

Real Estate Assets: Entity Address vs. Location

When managing real estate portfolios held across single-purpose entities (SPEs), maintain a clear separation between the owning company and the underlying property asset:

  • The Owning Entity (e.g. LLC):
    • Use the standard Address template.
    • Use REGISTERED for the statutory registered agent address or CORRESPONDENCE for the management or mailing address.
  • The Real Estate Asset (e.g. House, Commercial Property):
    • Do not use corporate address types.
    • Use the dedicated Location template (event type = location).
    • Specify the property's physical street address, state, and country.
    • This ensures that geographic mapping and asset-level filtering correctly reflect physical property locations rather than the law firm or agent where the LLC was formed.
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