As a small business owner you will want to form a legal entity structure to obtain limited liability protection. A popular way to obtain limited liability protection is to form a LLC to protect your personal assets from creditors, debtors, and legal claims. One of the foremost reasons for you to form an LLC is the benefit of having limited liability protection. Limited liability protection is afforded to all members of an LLC. An LLC should be operated with a complete separation of personal and business assets. One advantage of forming an LLC is that of pass through taxation status, or income flowing through the entity to the members or owners. In order to maintain the privilege of limited liability protection, the company must adhere to all local, federal, and state laws. The company must also do everything that is required to maintain a good corporate status, pay all required taxes, and file all necessary paperwork.
Before you decide if filing an LLC is right for your specific situation, you will need to learn about some of the advantages, risks, and requirements that will affect you and your business. Here are some of the advantages of forming an LLC.
Advantages of Forming an LLC
Only 1 member of a business is required to form LLC
LLC can be taxed similar to sole-proprietorship, partnership, or corporation (IRS form 8832)
LLC can have more than 75 members
Nonresidents of US can be members of LLC
Pass through taxation for LLC similar to sole-proprietorship or partnership
A Corporation can be the owner of an LLC
Should you Form an LLC to write off business expenses?
When deciding to form a LLC you will need to look at all of the options that are available to you. First is the understanding that all businesses, whether they are corporations, LLCs, sole-proprietorships, or partnerships can deduct their business expenses. You do not need to form an entity to have the benefit of deducting your expenses. Having the status of LLC or Corporation may limit your exposure to audit, but it does not provide more tax deductions compared to a sole proprietorship. For example, a sole proprietorship can deduct any legitimate business expense; such as cell phone, car miles, gas used for business travel, plane fare for business travel, etc. Check with your CPA to confirm that this is true for your specific situation.
With either a LLC or an S Corporation, all of the business profits and losses will pass-through to the owners of the business each year. When you file your personal taxes, your accountant should provide you with a K1 for your business and include the profit or loss statement within your personal income tax return. This is different from that of a c corporation because a c corporation exists as a legal and separate entity from its shareholders. The officers & directors are responsible for taxes, not the shareholders. The c-corporation is responsible for writing the government a check for all of the profits earned within the tax year. The shareholders would include on their tax returns any dividends or salary received from the business in the year, and not the specific income earned by the business.
Requirements for Forming L.L.C.
There are many requirements for filing an LLC and some of them are:
LLC must have at least 1 member
LLC must maintain an operating agreement. An operating agreement is commonly considered a roadmap for your business. It will give the members, or owners, direction detailing how to handle specific situations for the business.
Articles of Organization must be filed with your Secretary of States Corporation Bureau. Most Secretary of States web sites provide detailed instructions on how to file, where to file, how much to pay, and the annual requirements if any. For example, the State of California requires all LLCs to file an annual Statement of Information detailing the members of the entity. This form is also required for corporations.
Seems pretty easy doesn’t it? Well setting up the LLC generally is easy, especially if you are planning to operate a single or two members LLC. The more complex your business plan, the more complex both the operating agreement and articles will become. If you are planning on setting up a business as an LLC with members whom you do not know, you should consider consulting with an attorney to protect your rights. There are many examples of businesses that don’t succeed, and examples of businesses that have management issues and differing opinions between members. Protect your interest by investing the additional time and money and ensure that you have protected your assets. An attorney will be able to guide you and alert you to any pitfalls that may occur. There are many service companies available and this may be a good route for you if you are planning on setting up a single member or multi member LLC. Before you file, do your homework and make sure that you can trust your partners and that you have the proper articles and operating agreement in place.
How to Form an LLC and pay less in taxes
As mentioned earlier, you can form a LLC by self-filing your articles, pay a service provider, consult an attorney, or even talk to your accountant. No matter which filing method you prefer or even choose, you must think of your LLC from a tax perspective. Once you have decided that an L.L.C. or corporation is right for you, the major determining factor should be to reduce your overall taxes. Each state will have different tax requirements and tax rates so check with your accountant and ask which is best for you. Some articles or web sites will claim that one is better than the other, but its outside of the scope of an article to make this claim.
Many States now offer online filing methods for starting your LLC. Filing online in many states is easy and takes only a few minutes. You will need to have a major credit card or debit card to complete the process of setting up your LLC. Once you place your order online, the state will review it and typically respond within 1-5 business days.
First, you will need to check for name availability. This process is typically easy as most states offer web sites to check for available names. You can use the freely provided tools to look for available names within your state.
Next, you will want to follow state requirements that can be found on Secretary of State web sites. Visit the state web site to find a sample and make sure that you follow the article requirements or your documents will be returned for correction. In states like California and New York, returned documents can waste valuable time.
Operating Agreement for LLC
You should view your operating agreement as a roadmap for your LLC and a guide to handle the tough questions. The purpose of having a well-detailed operating agreement is to define how the members and more importantly the business should react to specific situations. An operating agreement is required for all LLCs regardless of state. An operating agreement adds less value for a 1 member LLC because there is no likelihood of disagreement between the members. However, if you have 50 members in an LLC, it will be very important to clearly detail an operating agreement. A well written operating agreement will serve as a guideline for resolving many difficult situations. If your operating agreement doesn’t specify what to do in a particular situation you may want to call a special meeting of the members to amend the operating agreement.
What if it doesn’t work out? You can Dissolve your LLC
An LLC, like a corporation, can exist in perpetuity, or not have an ending date. An LLC can also be setup with an end date for dissolution. If you want to dissolve your LLC you may end up having your business audited by the IRS. It is a fact that many businesses get audited when they dissolve, so choose to start and close your business wisely. Always check with your accountant before dissolving a business.
In some situations, dissolving an LLC can be quite easy to do, and it is completed in most states by filing a simple form notifying the state of the intention to dissolve.
Is Forming an LLC right for you?
Forming an LLC is easy and while you can do it yourself, you may be better off seeking professional assistance when setting up your business. In some situations you will need the assistance of an attorney, accountant or both. Hopefully after reading this you have a better idea about the requirements and some of the potential pitfalls of setting up and running your own LLC. While this article is not meant to have all of the answers, it will hopefully give you a good basis for moving forward with the formation of your new LLC.