Читать книгу A Dentist’s Guide to the Law - American Dental Association - Страница 33

It depends. A limited liability company is a hybrid type of legal structure that provides the limited liability features of a corporation and the tax efficiencies and operational flexibility of a partnership. The “owners” of an LLC are referred to as “members.” Depending on the state, the members can consist of a single individual (one owner), two or more individuals, corporations or other LLCs. Unlike shareholders in a corporation, LLCs are not taxed as a separate business entity. Instead, all profits and losses are “passed through” the business to each member of the LLC. LLC members report profits and losses on their personal federal tax returns, just like the owners of a partnership would. Like a partnership or limited partnership, LLCs have flexibility in determining how profits will be distributed. LLCs are somewhat easier to operate than corporations, as there are no requirements to keep formal minutes or conduct meetings of a board of directors, although some formalities are still required.

Members of an LLC are protected from personal liability for business decisions or actions of the LLC. This means that if the LLC incurs debt or is sued, members’ personal assets are usually exempt. This is similar to the liability protections afforded to shareholders of a corporation. Members are not necessarily shielded from wrongful acts, including those of their employees.

You should check with your tax advisor concerning the proper tax election for your particular circumstances (C corporation, S corporation, partnership taxation — the most common election — or sole proprietorship). You should also consult with your lawyer when implementing or becoming a member of an LLC, as there is no “one size fits all” approach when it comes to LLCs.

While all 50 states allow the formation of LLC entities, some states do not allow a health care practice to be conducted as an LLC. Other states require a health care provider choosing the LLC option to be organized as a Professional LLC (PLLC), an entity similar to a professional corporation. Thus, it is important to check the laws of your state and any other state in which you might wish to form your LLC.