Читать книгу Go Legal Yourself! - Kelly Bagla - Страница 17

A limited liability company (LLC) is a unique business entity that allows the owners to limit their personal liability while enjoying the tax and flexibility benefits of a partnership. Under an LLC, the members (owners) are protected from personal liability for the debts of the business, as long as it cannot be proved that the members have acted in an illegal, unethical, or irresponsible manner in carrying out the activities of the business.

Limited liability companies were created to provide business owners with the liability protection that corporations enjoy while allowing earnings and losses to pass through to the owners as income on their personal tax returns, thus avoiding double taxation (which is covered in the corporation section below). LLCs can have one or more members and profits and losses do not have to be divided equally among the members. There is a state filing required to form an LLC and although not required by law, drafting an operating agreement is highly advised as it is a crucial document. The operating agreement customizes the terms of the LLC according to the specific needs of its owners, along with outlining the financial and functional decision-making among the members. Businesses that do not have a signed operating agreement fall under the default rules outlined by the individual states, which can sometimes work against the wishes of the owners. In such a case, the rules imposed by the state will be very general in nature and may not be right for every business. For example, in the absence of an operating agreement, some states may stipulate that all profits in an LLC are shared equally by each member regardless of each member's capital contribution. This may not be fair to the members who have contributed a lot more money as opposed to the members who only contributed a fraction of the money.

Many states do not offer this next structure but it's worth mentioning as it is part of an LLC structure – a Series LLC. A Series LLC is a unique form of a limited liability company in which the articles of formation specifically allow for unlimited segregation of membership interests, assets, and operations into independent series. Each series operates like a separate entity with a unique name, bank account, and separate books and records. A Series LLC may have different members and managers in each series. The rights and obligations of these members and managers differ from series to series. Each series may enter into contracts, sue or be sued, and hold title to real and personal property.

The most important characteristic of a Series LLC is the liability protection that is available to each series. Assets owned by one series are shielded from the risk of liability of other series within the same Series LLC. A Series LLC is similar in concept to a corporation with several subsidiaries. However, the Series LLC concept is designed to segregate risk within separate entities without the cost of setting up new entities. The Series LLC is a creation of the individual states and only in certain states are Series LLCs allowed to be formed. Delaware was the first state to enact legislation authorizing the creation of Series LLCs. Several states and one territory have followed suit, including Illinois, Iowa, Nevada, Oklahoma, Tennessee, Texas, Utah, and Puerto Rico. Some states, like California, do not allow the Series LLCs to be formed under state law but Series LLCs formed in other states can register with the state of California and do business in California.