Limited Liability Company (LLC)

LLCs Offer Unique Business Advantages.

Limited Liability companies have become a favored form for operating a business and have gained in popularity over the past twenty years as their unique advantages became widely known. The first were formed in 1977, but it wasn't until 1988 that the Internal Revenue Service finally awarded the LLC its pass-thru tax status. Since then, states rushed to adopt this form of business entity. All 50 states offer and recognize LLC's.

An LLC is a hybrid - a combination of a corporation and a partnership. LLCs enjoy the limited liability of a corporation and the pass-thru tax treatment of a partnership, where the individual members (owners) take the tax liability to their personal tax returns. This can be especially advantageous as a substitute for an "S" corporation when the entity cannot meet the requirements of an "S" corporation but desires the advantages of the tax pass-through.

When setting up an LLC, it is extremely important to keep in mind the requirements to take advantage of the LLC's special considerations. Limited Liability companies are different from corporations in that they may choose the favorable tax treatment as a partnership.

Please note as of August 1, 2014, Delaware LLCs are required by statute to provide the Registered Agent with a communications contact for the entity who can provide the name and last known address for each member and manager of the LLC. BE SURE you are maintaining an accurate, up to date list of all members and managers including names, business or residential addresses for each to be available upon request by the Delaware Secretary of State.

Variations of the LLC

Professional Limited Liability Company (PLLC, P.L.L.C., or P.L.) is a limited liability company organized for the purpose of providing professional services. Usually, professions where the state requires a license to provide services, such as a doctor, chiropractor, lawyer, accountant, architect, landscape architect, or engineer, require the formation of a PLLC. However, some states, such as California, do not permit LLCs to engage in the practice of a licensed profession. Exact requirements of PLLCs vary from state to state. Typically, a PLLC's members must all be professionals practicing the same profession. In addition, the limitation of personal liability of members does not extend to professional malpractice claims.

• A Series LLC is a special form of a Limited liability company that allows a single LLC to segregate its assets into separate series. It provides liability protection across multiple "series" each of which is theoretically protected from liabilities arising from the other series. In overall structure, the series LLC has been described as a "parent" that has separate "children" each with different assets and activities, which is similar to an S Corp as a sub to a Corporation. For example, a series LLC that purchases separate pieces of real estate may put each in a separate series so if the lender forecloses on one piece of property, the others are not affected.

• An L3C is a for-profit, social enterprise venture that has a stated goal of performing a socially beneficial purpose, not maximizing income. It is a hybrid structure that combines the legal and tax flexibility of a traditional LLC, the social benefits of a nonprofit organization, and the branding and market positioning advantages of a social enterprise.

Please note that Corp1 is not authorized to dispense legal advice. Should you need guidance on which entity structure to choose and how to receive tax benefits, consult an attorney.

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