Holding Structures
Families and their advisers often already have a trust or a foreign company. The U.S. question is the layer that will own the brokerage account, the fund interest, or the Florida property: what it is, how the United States classifies it, and whose name is on the account. We coordinate that architecture with local counsel. We do not replace them.
Recalde Law Firm, P.A. is a Florida law firm with an office in Miami, Florida. We advise on United States law only. We do not practice Mexican law, and we do not give Mexican tax or succession advice. We do not practice the law of any other country. Formation of a non-U.S. entity, and the local law of that jurisdiction, are matters for local counsel. We handle the U.S. architecture: classification, the documents a U.S. custodian and a U.S. court will read, and coordination with the family's tax adviser.
The usual stack is not a product. It is a Canada limited partnership, a Wyoming limited liability company as general partner, and a classification position, whether by default or by a Form 8832 election, that matches the account the bank will title. The broader trust work sits on Foreign Trusts. Opening the account itself is on U.S. accounts for a foreign trust or holding entity.
A provincial limited partnership is a commercial form banks already know. It can sit between a foreign trust, or a foreign holding company, and a portfolio of U.S. securities. It is not a secrecy vehicle, and it is not a trust. Canadian formation, extra-provincial registration, and Canadian tax residence belong to Canadian counsel. U.S. classification, estate-tax situs, and the interface with the trust belong here. See Canada LPs in cross-border wealth structures.
The general partner is often a Wyoming LLC so that a defined manager, not an individual family member, signs for the partnership. The LLC is a U.S. entity. Its own classification, its responsible party, and its Form 5472 position if a foreign person owns it are separate from the partnership. We do not form the LLC as a substitute for reading who may bind the partnership. Local formation formalities stay with the formation agent and, where the GP is not a U.S. company, with local counsel.
A foreign eligible entity is not automatically a partnership or a corporation. For a foreign eligible entity, the default turns on the number of members and limited liability, not limited liability alone. A Canada LP with a general partner liable for its debts is generally a partnership by default. Form 8832 is the election that changes the default, and the effective date has a window. Many entities in this stack properly file no Form 8832. A partnership that everyone calls transparent, and that the regulations would treat as a corporation, is not a plan. The tax adviser models the numbers. We match the classification — the default or the election — to the owner chart and the account title. See the Form 8832 election.
The custodian will title the account in a legal name. If the owner is the limited partnership, the account is the partnership's, not the general partner's and not a family member's. A personal-name account, or an account in the GP's name because that was easier to open, undoes the holding structure for U.S. purposes even when the partnership agreement is clean. Beneficial-owner diligence still looks through to the people. Title and look-through are different questions.
Some families use a foreign company, often between a trust and the U.S. assets, rather than a partnership. That company is usually a corporation for U.S. tax purposes unless an eligible entity elects otherwise. Corporate treatment and partnership treatment answer estate-tax situs and PFIC exposure differently. We do not recommend one jurisdiction over another as a slogan. See a company between the family and the assets and jurisdictions that show up in holding structures.
When the limited partner is a trust, the register should identify the partner as the trustee of that trust, in that capacity, consistently with the instrument, and the current trustee should be someone the custodian will accept. Trustees change. A family limited partnership owned by a trust raises governance questions that are U.S. questions even when the partnership is formed elsewhere. See family limited partnerships and trust-owned LPs.
A structure we often see for families from Mexico, Colombia, or Chile is a foreign trust, or a foreign holding company the family already has, above a Canada limited partnership, with a Wyoming LLC as general partner, holding a U.S. brokerage account. The same stack shows up for families from Brazil, Argentina, or Panama when the assets are U.S. securities and the family wants one account a bank will title in the partnership's name. The home-country consequences of that trust or company stay with home-country counsel. We read the U.S. side: who owns the partnership interest, the classification position, whether by default or by a Form 8832 election, and whether the account title matches the deed.
The failure mode is ordinary. The partnership agreement is signed in one country. The subscription documents name a different owner. The custodian opens the account in the general partner's name because the KYC file was shorter. A child later becomes a U.S. person, and the classification that was tolerable while every owner was a non-U.S. person is now a PFIC, a CFC, or a partnership interest with its own return. None of that is fixed by reprinting the org chart.
We do not sell an entity. We coordinate with the lawyer who forms it, with the tax adviser who will live with the classification, and with the adviser who needs the account to open. If the matter is the trust itself, start with Foreign Trusts. If the question is only how a non-U.S. person holds U.S.-situs assets for estate tax, wealth structuring for foreign nationals is the narrower page. Para leer en español: estructuras de tenencia para inversiones en Estados Unidos.
Private bankers and RIAs keep the relationship. They bring the matter when the client needs a holding layer the custodian can onboard: a legal name, a classification, an EIN, and a list of who may instruct. We design or repair that U.S. architecture so the account can open and the adviser's work can proceed. Portfolio management stays with the adviser. The tax adviser prepares the returns. The firm assigns responsibility for the classification.
Counsel for wealth advisers · Opening U.S. accounts · Foreign trusts · Private wealth · Refer a cross-border matter
Write as the family, or as the adviser. Tell us who owns the assets and what the documents currently say. We will schedule a conversation. No commitment required.