A Limited Liability Company (LLC) is a very flexible form of business structure that combines elements of the typical corporation and partnership structures. By forming an LLC, you create a legal entity that provides limited liability to its owners. Often, these are incorrectly called a Limited Liability Corporation instead of Limited Liability Company. It is truly a hybrid business entity that can contain elements and/or characteristics of corporations, partnerships and even sole proprietorships, depending on how many owners are involved in the Limited Liability Company. An LLC, even though it is a business entity, is actually a type of unincorporated business and is not a corporation. The main characteristic that an LLC shares with a corporation is the limited liability protection that they both offer. The main characteristic that an LLC shares with a partnership is the pass-through income taxation that they both offer. It is, however, much more flexible than a corporation and is very well suited to single owner businesses. best LLC formation services
You should understand that neither limited liability companies nor corporations always protect owners from liability. The legal system in the United States does allow a court system to pierce the corporate veil of an LLC if some type of fraud or misrepresentation is involved or in a situation where the owner uses the company as an ‘alter ego’.
Flexibility and Default Rules
All LLC legal statutes include a phrase similar to “unless otherwise provided for in the operating agreement” and this allows for the flexibility the members of an LLC have in deciding how their LLC will be governed. Some statutes provide default rules for the governance of an LLC that are in effect unless an operating agreement has been adopted.
For the purposes of the Internal Revenue Service and Federal income tax purposes, LLCs are treated by default as a pass-through entity. If the limited liability company has only one member or owner, it is automatically considered a “disregarded entity” for tax purposes and the owner is allowed to report the income from the LLC on his or her own personal tax return as a Schedule C. If the LLC has multiple owners, it is treated as a partnership and must file IRS form 1065. Partners will then receive a K-1 for their share of losses or income so they can report it on their tax return.
LLCs also have the option of electing to be taxed as a corporation, simply by filing IRS Form 8832. Then, they will be treated the same way as a regular C Corporation or they can elect to be treated as an S-Corporation. If it is treated as a C-Corporation, the entity’s income is taxed before any dividends or distributions are given to the members and then taxation of the dividends or distributions will be taxed as income for the members. Some analysts have recommended the LLC taxed as an S-Corp as the best possible small business structure, because it combines the flexibility and simplicity of the LLC with the self-employment tax savings of the S-Corp.
Here are the attributes of a limited liability company that are most widely viewed as advantages:
•Check the box taxation. LLCs have the option of being taxed as a sole proprietor, partnership, S-Corporation or C-Corporation, which provides a great deal of flexibility.
•Limited Liability. The owners of an LLC, who are known as members, are generally protected from some or all liability related to the acts and debts of the LLC, depending on state laws where the LLC formation took place.
•Administrative paperwork and record keeping is significantly simplified compared to a corporation.
•Pass-through taxation is automatic, unless the LLC elects to be taxed as a C-Corporation.
•Profits are taxed at the member’s personal level, rather than at the LLC level by simply using the default tax classification given by the IRS.
•In most states, LLCs are generally treated as being a totally separate entity from the LLCs owners.
•LLC’s can generally be set up with only one person being involved.
•An LLC can assign its membership interests, and the economic benefits of those interests can then be separated and assigned, which provides the economic benefit of distributing the profit and losses of the company, like in a partnership, without actually transferring the title to the interest.
•Except in cases where the LLC has adopted a corporate taxation structure, the income from the LLC will generally remain in the hands of its members
•By adopting an operating agreement, members can generally establish their own rules for governance and protective provisions for the members.
Here are the attributes of a limited liability company that are most widely viewed as disadvantages:
•Most states do not have a statutory requirement for an LLC to have an operating agreement, however, if you are a member of a multiple member LLC, you may run into problems if you don’t have an operating agreement, since most states do not dictate the governance and protective provision for the members of an LLC as they would with a regular corporation.
•If a member decides to sell his interest in a limited liability company, and if the ownership of the LLC is vested in multiple members, it is not as straight forward as with a corporation since the LLC cannot issue and sell stock certificates.
•Some investors are more comfortable with investing in corporations, due to the possibility of an eventual IPO. This can make it harder to raise financial capital.
•Franchise taxes are levied on LLCs in many states. This tax is essentially a fee the LLC pays the state for the benefit of providing limited liability. This tax can be based on revenue, profits, the number of owners, the amount of capital employed in the state, or some combination of these.