United States District Court, D. Colorado
A. BRIMMER United States District Judge
Court takes up this matter sua sponte on
defendants' Notice of Removal [Docket No. 1]. Defendants
state that removal is proper under 28 U.S.C. § 1441(a)
and that the Court has subject matter jurisdiction over this
lawsuit pursuant to 28 U.S.C. § 1332(a). Docket No. 1 at
2, ¶ 5.
action was originally filed in the District Court for Douglas
County, Colorado. Docket No. 1 at 1, ¶ 1. Defendants
claim that all defendants, including Mr. Hertz and Mr.
Nichols, are citizens of the State of Colorado. Id.
at 2, ¶ 5. For actions where jurisdiction is premised on
diversity of citizenship, as here, 28 U.S.C. §
1441(b)(2) provides that such actions “may not be
removed if any of the parties in interest properly joined and
served as defendants is a citizen of the State in which such
action is brought.” The notice of removal does not
explain why removal was nonetheless proper when this case was
filed in Colorado and at least one of defendants is a citizen
of the State of Colorado. See Docket No. 1.
Therefore, the Court will remand this case. See Brazell
v. Waite, 525 F. App'x 878, 884 (10th Cir. 2013)
(unpublished) (explaining that the “so-called
forum-defendant rule” prevents removal even where
diversity is established).
the forum-defendant rule did not bar removal, defendants'
notice of removal fails to establish that the Court has
subject-matter jurisdiction. It is well established that
“[t]he party invoking federal jurisdiction bears the
burden of establishing such jurisdiction as a threshold
matter.” Radil v. Sanborn W. Camps, Inc., 384
F.3d 1220, 1224 (10th Cir. 2004). Defendants invoke 28 U.S.C.
§ 1332 as the basis for this Court's diversity
jurisdiction. Docket No. 1 at 2, ¶ 5. Section 1332(a)(1)
states: “T he district courts shall have original
jurisdiction of all civil actions where the matter in
controversy exceeds the sum or value of $75, 000, exclusive
of interest and costs, and is between  citizens of
different States.” The facts as presently averred,
however, do not provide sufficient information regarding the
citizenship of defendant Black Iron Steel, LLC t/a Black Iron
Rebar, LLC (“Black Iron”).
complaint identifies defendant Black Iron as a Colorado
limited liability company (“LLC”). Docket No. 3
at 1, ¶ 4. The state of registration is not relevant to
determining Black Iron's citizenship and the notice of
removal does not provide any information about the
citizenship of any members of Black Iron. See Docket
No. 1. While, for diversity purposes, “a corporation
shall be deemed to be a citizen of every State and foreign
state by which it has been incorporated and of the State or
foreign state where it has its principal place of business,
” 28 U.S.C. § 1332(c)(1); see Carden v. Arkoma
Assocs., 494 U.S. 185, 196 (1990),  these
considerations are irrelevant to the determination of the
citizenship of an LLC. The consensus throughout the circuits
is that an LLC, much like a partnership, is deemed to be a
citizen of all of the states of which its members are
citizens. See Siloam Springs Hotel, L.L.C. v. Century
Sur. Co., 781 F.3d 1233, 1237-38 (10th Cir. 2015)
(“[I]n determining the citizenship of an unincorporated
association for purposes of diversity, federal courts must
include all the entities' members.”); see also
Zambelli Fireworks Mfg. Co. v. Wood, 592 F.3d 412,
419-20 (3d Cir. 2010) (citing cases from eight circuits for
the proposition that “every federal court of appeals to
address the question has concluded that a limited liability
company, as an unincorporated business entity, should be
treated as a partnership for purposes of establishing
citizenship”). When an entity consists of multiple
tiers of ownership and control, the entire structure must be
considered for diversity purposes. In other words, when an
entity is composed of multiple layers of constituent
entities, the citizenship determination requires an
exploration of the citizenship of the constituent entities as
far down as necessary to unravel fully the citizenship of the
entity before the court. See U.S. Advisor, LLC v.
Berkshire Property Advisors, LLC, No.
09-cv-00697-PAB-CBS, 2009 WL 2055206, at *2 (D. Colo. July
10, 2009); SREI-Miami, LLC v. Thomas, No.
08-cv-00730-MSK-BNB, 2008 WL 1944322, at *1 (D. Colo. May 2,
2008); see also Hicklin Eng'g, L.C. v. Bartell,
439 F.3d 346, 347 (7th Cir. 2006); Turner Bros. Crane
& Rigging, LLC v. Kingboard Chem. Holding Ltd., 2007
WL 2848154, at *4-5 (M.D. La. Sept. 24, 2007); cf.
Carden, 494 U.S. at 195 (“[W]e reject the
contention that to determine, for diversity purposes, the
citizenship of an artificial entity, the court may consult
the citizenship of less than all of the entity's
have not identified the members of Black Iron or those
members' domiciles. Cf. Fifth Third Bank v. Flatrock
3, LLC, 2010 WL 2998305, at *3 (D.N.J. July 21, 2010)
(concluding that an allegation that “upon information
and belief, the members of [an LLC] are citizens of New
York” was insufficient because plaintiff “failed
to identify or trace the citizenship of each individual
member” of the LLC (internal quotation marks
omitted)). The Court is therefore unable to determine
the citizenship of defendant Black Iron and whether the Court
has jurisdiction. See United States ex rel. General Rock
& Sand Corp. v. Chuska Dev. Corp., 55 F.3d 1491,
1495 (10th Cir. 1995) (“The party seeking the exercise
of jurisdiction in his favor must allege in his pleading the
facts essential to show jurisdiction.”) (citations and
internal quotation marks omitted).
foregoing reasons, it is ORDERED that this
case is REMANDED to the District Court for
Douglas County, Colorado where it was filed as Case No.
 A corporation's “principal
place of business” is “the place where a
corporation's officers direct, control, and coordinate
the corporation's activities.” Hertz Corp. v.
Friend, 559 U.S. 77, 92-93 (2010).
 This Court has previously noted that,
“[w]hile various state legislatures have decided to
permit the members of LLCs to remain anonymous to the public
at large, Congress has not created an exception to the
requirements of diversity jurisdiction which would allow the
members of LLCs to remain anonymous in federal court.”