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Transportation and Logistics Entity Structure Briefing - Separation of Brokerage Business from Carrier Entity

This briefing summarizes best practices for transportation companies on structuring carrier, broker and other related activities such as equipment leasing and warehousing. 

Basic Recommendations:

  • Separate activities belong in separate business entities. Each business activity (for-hire freight transportation, brokerage, leasing, etc.) is conducted by a separate business entity. 
  • Administrative and management costs may nominally increase by creating separate business entities, advantages of this structure tower over perceived burdens.  
  • The most immediate advantage is separation of liabilities related to the carrier’s activities, e.g., catastrophic over-the-road accident.  
  • Brokerage is generally considered a high reward / low risk activity. However, if not separated from the carrier and other business assets, a catastrophic loss in excess of insurance coverage occurring in any of the entities could result in loss or attachment of assets of the other entities toward the satisfaction of any judgment.

Create a Holding Company: 

  • Often, creation of a holding company structure is the best solution for realizing additional benefits of the separation of entities. Having the holding company own the carrier entity, brokerage entity, leasing entity and warehousing entity separate creates easily identified separate profit centers. 
  • Separation may be helpful in retaining key employees through phantom ownership plans or other bonus benchmarks tied to performance of the company in which the key employee makes his or her contribution.  
  • From a tax perspective, gains and losses of subsidiaries flow through to the holding company and may offset each other.  
  • The holding company provides another layer of protection to ownership.
  • Also, by operating under separate business entities customers and other business partners may be able to avoid confusion as to which entity best meets their needs.

DeWitt's Transportation & Logistics team is here to answer any questions you may have about this briefing, please do not hesitate to reach out to one of our team members.  

About the Author

Nate serves as a business and estate planning attorney and provides counsel to both companies and individuals. He approaches his legal practice by listening to his clients’ goals and working with them to accomplish their objectives.

As a transactional corporate and estate planning attorney he focuses his practice on addressing both general and specific business matters, including start-ups, joint ventures, mergers and acquisitions, and dissolutions. Nate is a member of the Minnesota Trucking Association and has represented hundreds of motor carriers and logistics companies in all facets of legal matters or other snafus, including licensing, reorganizations, mergers, sales, acquisitions, and all aspects of accident defense.

He can be reached at njn@dewittllp.com.

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