What Is a Limited Liability Company (LLC)?
A limited liability company (LLC) is a business structure authorized by state law. LLC owners are called members. Members are individuals, corporations, other LLCs, and foreign corporations, as most states do not restrict ownership. There is no maximum number of members.
A limited liability company (LLC) is a business structure in the United States in which the owners are not personally liable for the company’s debts or liabilities. A limited liability company is a hybrid entity that combines the characteristics of a legal entity with the characteristics of a corporation or sole proprietorship.
Many states also allow a “single member” LLC with only one owner. It is a business structure that can combine the pass-through tax of partnerships or sole proprietorships with the limited liability of corporations.
An LLC is not a legal entity under state law. It is the legal form of a company limited by liability to its owner in many jurisdictions. LLCs are known for the flexibility they offer business owners. Depending on the circumstances, an LLC may elect to apply corporate tax laws rather than be treated as a partnership, and the LLC may be organized as a nonprofit under certain circumstances.
Some US states (such as Texas) do not allow LLCs to be formed by companies that provide professional services that require state professional licensing, such as legal and medical services, but may require the formation of a similar entity called a professional limited liability company (PLLC).
Different states can have different laws. If you are interested in forming a limited company, you should check with your state.
Certain types of businesses, such as banks and insurance companies, generally cannot be converted into LLCs. See state requirements and federal tax laws for more information. Special provisions apply to foreign LLCs.
Examples of LLCs.
Below are some examples of popular LLCs.
- Pepsi soft drink.
- Hertz car rental.
Starting small, there are many well-known LLCs that are recognized in the industry today.
How to start an LLC?
Steps to Form an LLC:
- Choose a name for your LLC.
- File Articles of Organization.
- Choose a registered agent.
- Decide on member vs. manager management.
- Create an LLC operating agreement.
- Comply with other tax and regulatory requirements.
- File annual reports.
- Out of state LLC registration.
1. Choose a Name for Your LLC
Most states do not allow two different business entities to have the same name. For example, “Joe’s Pizza, LLC” and “Joe’s Pizza, Inc.” are not allowed Even if they are in different cities. Many states also restrict businesses from using certain words in their names, such as “bank.”
You can search online for corporation names in many states to see if a suggested LLC name is available. You should always check to see if the name is available in your state before filing LLC documents.
In addition to national restrictions, we recommend researching whether other similar companies in your area use the same or similar names. Choosing a unique name can lead to confusion and trademark infringement. You can avoid a lawsuit. You can also consider whether a domain name that matches your business name is available.
2. File Articles of Organization
To form an LLC, the articles of organization must be filed with the state registrar of companies (often the Secretary of State). Some states (including Delaware, Mississippi, New Hampshire, New Jersey, and Washington) use the term “certificate of registration” instead. Two other states (Massachusetts and Pennsylvania) refer to this document as a “certificate of organization.”
3. Choose a Registered Agent
An LLC must have a registered agent. This is the person or company that agrees to receive legal documents from the LLC if the LLC is sued. The registered agent must have an address in the state where the LLC is registered. Most states maintain a list of private service firms (registered commercial agents) that act as process service agents for a fee. LLC members may act as registered agents for the LLC.
4. Decide on Member vs. Manager Management
While most smaller LLCs choose to be controlled directly by their members, an LLC may appoint one or more people (parties) to manage it, much like a board of directors oversees a corporation. He can be appointed abroad. Managers vote on important issues such as taking out a loan, buying real estate or changing strategic plans.
5. Create an LLC Operating Agreement
The LLC Operating Agreement is a roadmap that describes how the LLC will operate. These include ownership and voting rights of members, distribution of profits and losses, holding meetings, how to manage the business, rights of members in case of death or resignation of a member, and how the company operates.
Operating agreements are not typically filed with states and may not be required by state law. However, it is an important way for business owners to define their rights and obligations and minimize future disputes.
6. Comply With Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to LLCs. This includes:
- EIN: If your LLC has multiple members, you must give it a unique IRS Employer Identification Number (EIN), even if it has no employees. You only need to get an EIN if you start a sole proprietorship, have employees in your LLC, or decide to be taxed as a corporation instead of a sole proprietorship (a disregarded legal entity). An EIN can be obtained by completing an online EIN application at the IRS website.
- Business License: Depending on the type and location of the business, the LLC may be required to obtain local and state business licenses. Contact the appropriate state agency to make sure you are properly registered, licensed and approved to do business in your state.
- Sales and Employer Tax: In some cases (for example, if you sell goods and collect sales tax or if you employ employees), you may be required to register with the relevant state tax authorities. do.
7. File Annual Reports
Many states require an LLC to file an annual report with a filing fee. In some states, these fees can be expensive, up to $800 per year in California.
8. Out of State LLC Registration
To do business in a state other than the state in which the LLC is incorporated, the LLC must be registered in that state and a registered service agent must be appointed.
Advantages of an LLC
- Limited Personal Liability. If your business is a sole proprietorship or a partnership, you and your business are legally the same “person”. Your business debts are also your personal debts. An LLC limits this personal liability because an LLC is legally separate from its owners. LLCs are responsible for their own debts and obligations, and while you can lose the money you invested in the company, personal assets like your home and bank account cannot be used to collect business debts. Your personal assets are also protected if an employee, business partner or the company itself is sued for negligence.
- Management Flexibility. Corporations have a fixed management structure consisting of a board of directors who oversee corporate policy and senior executives who run day-to-day business. Owners, also known as shareholders, must meet each year to elect directors and conduct other corporate business. LLCs don’t need to use this formal structure, and LLC owners have more choices in how they run business and make decisions.
- Flexible Profit Distributions. LLCs have flexibility in the way they distribute profits to their owners, and they don’t have to distribute them evenly or according to ownership percentages. For example, two people may have the same interests in an LLC, but they can agree that one of them will receive a larger share of the profits because he or she brought in more money or work in the start-up phase of the company.
- Less Paperwork. Corporations also offer limited liability, but have certain requirements that may not be well-suited for a small, informally run business. For example, corporations typically have to hold annual shareholders’ meetings, prepare annual reports, and pay annual fees to the state. They also typically have significant record-keeping requirements. In contrast, LLCs are not required to hold annual meetings and are typically not required to keep extensive records. In many states, LLCs are not required to file annual reports.
- No ownership restrictions. S corporations cannot have more than 100 shareholders, and each shareholder must be an individual who is a resident or citizen of the United States. There are no such restrictions on an LLC.
- Ability to use the cash method of accounting. Unlike a C corporation, which must often use accrual accounting, most limited liability companies can use the cash register method of accounting. This means that the income is not made until it is received.
- Ability to place membership interests in a living trust. The members of an LLC are free to place their membership interests in a living trust. It is difficult to place shares in an S corporation in a living trust.
- Ability to deduct losses. Members who actively participate in the business of a GmbH can deduct their operating losses from the member’s regular income to the extent permitted by law. S corporation shareholders can also deduct operating losses, but C corporation shareholders cannot.
- Tax flexibility. LLCs can assume any tax status of sole proprietorship, partnership, S company, or C company. The Internal Revenue Service automatically classifies LLCs as partnerships or sole proprietorships based on whether they have one owner or more than one owner. This means LLCs can always benefit from “pass-through” taxation, where the LLC pays no LLC or corporation taxes. Instead, the LLC’s income and expenses are included in the owners’ personal tax returns, and the owners pay personal income tax on all profits.
Disadvantages of an LLC
The LLC has some additional administrative requirements compared to a sole proprietorship or a limited partnership. They usually relate to maintaining liability protection for the LLC members.
- Cost. Compared to a sole proprietorship or partnership, an LLC is slightly more expensive to operate. The start-up costs are only slightly higher than for a corporation, but there are no start-up or annual fees for own companies and open partnerships.
- Taxes. A limited liability company may have to pay unemployment benefits for himself that he would not have to pay as a sole proprietorship.
- Banking. Checks made out to a limited liability company cannot be cashed; they must be deposited into a corporate account. Some banks only charge higher fees for businesses that are incorporated.
- Separate records. The owners of a limited liability company must take care to separate their personal business from the business of the limited liability company. The limited liability company must keep its own records and should have minutes of meetings. Money must be kept separately. Businesses should keep separate records and the structure of a business can facilitate this.
- Profits that are subject to social security and medicare taxes. In certain circumstances, LLC owners may end up paying more tax than corporation owners. LLC salaries and profits are subject to self-employment tax, which currently totals 15.3%.
- Owners must immediately recognize profits. A C corporation does not have to immediately distribute its profits to its shareholders as dividends. This means that shareholders in a C corporation are not always taxed on the corporation’s profits. Because an LLC is not subject to double taxation, the LLC’s profits are automatically included in a member’s income.
A Limited Liability Company (LLC) is a business structure allowed by state statute. Owners of an LLC are called members. Most states do not restrict ownership, so members may include individuals, corporations, other LLCs, and foreign entities. There is no maximum number of members.
There are many other famous LLCs, including the following:
5. Hertz Rent-a-Car.
Advantages of an LLC:
1. Run Your Own Show. Entrepreneurs are self-starters who prefer to chart their own courses.
2. Limit Your Personal Liability.
3. Avoid Double Taxation and Pass-Through Deduction.
4. Less Administrative Hassles and Paperwork.
5. Flexibility in Sharing Profits.
6. Single member LLC: This structure is taxed like a sole proprietorship.
7. Partners in an LLC: Members elect to be treated like a traditional partnership for tax purposes.
8. LLC filing as a Corporation: The members of the organization may also choose to file as if they were corporation.
The two main disadvantages of an LLC are that its members may have to pay self-employment taxes and that an LLC can be unattractive to some investors due to its often complicated operating agreement. Whether or not you’d benefit from forming an LLC depends solely on your business needs.
Steps to Form an LLC
1. Choose a name for your LLC.
2. File Articles of Organization.
3. Choose a registered agent.
4. Decide on member vs. manager management.
5. Create an LLC operating agreement.
6. Comply with other tax and regulatory requirements.
7. File annual reports.
8. Out of state LLC registration.