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All About LLC Management

All About LLC Management


One of the advantages to forming a Limited Liability Company (LLC) is that it is a more simple form of business than a corporation. LLC law generally has less in the way of rules and restrictions than what is involved when forming a corporation.

There is generally no Board of Directors within an LLC corp, and LLC law does not require that members hold annual meetings. However, this can also cause some confusion within the management structure. This is why it is very beneficial for LLCs to have an operating agreement that will specify the rights and responsibilities of each of its members. Usually, LLC corp management is handled in one of two ways: member managed or manager managed.

In member managed LLCs, all members will have an equal share in the management responsibilities. This is beneficial in running a traditional LLC corp, because all members will have a part in managing the company.

However, this is also where an operating agreement will become necessary. If there is disagreement among the members, it may be necessary to choose one member that will have the ultimate say. Some members may wish to be responsible only for financial matters, instead of running the day to day operations of the company. Although some jurisdictions do not mandate an operating agreement under LLC law, this is another reason why it is important to create one. It prevents conflict in member managed LLCs because it will detail the duties of each member.

Another option is to have a manager managed LLC corp. This means that one member, or a small group of members, will be responsible for the management duties. These members can simply be appointed, or if there is a large group of members within the LLC corp, they can choose to vote. LLC members may also choose to hire outside management. A person outside of the company can be hired and paid a set salary to handle certain management tasks. 

An LLC manager will have several responsibilities. One of the most important is to maintain the concept of "separate entity" of the LLC corp. This will ensure that the LLC will be taxed correctly. LLC law allows for these businesses to engage in pass-through taxation, which is one of the major benefits. A manager will also be responsible for ensuring that the business meets all the requirements of LLC law.

This means that they must renew their certification at the necessary times, and ensure that funds are being used appropriately. There may also be several other duties that are laid out in the operating agreement.

Advantages of an LLC

Advantages of an LLC


An LLC corporation is a type of business structure that resembles a corporation, but include some of the benefits of a partnership or sole proprietorship.

Due to the many advantages, forming an LLC corporation has become very popular in recent years. An LLC may have one owner, or several owners that are referred to as members. Limited personal liability is perhaps the most attractive benefit to this type of business formation. Similar to a corporation, members will not be held personally responsible for any debt that is acquired by the business.

Limited liability means that if the business acquires debt, such as the inability to pay a creditor for example, the creditor cannot come after the individual's assets. The creditor would only be permitted to bring suit against the business to return the money.

A member within an LLC corporation will only lose the amount of money that he or she has invested within the business, not personal funds. However, this will only apply if the owner of the LLC maintains the separation of the business. If it is discovered that the LLC corporation has become an extension of the owner's personal assets, then he or she could be held liable.

It is very important to create an operating agreement to ensure the legalities of the LLC. An operating agreement will detail the rights and responsibilities of each member within the LLC corporation. Oftentimes, members will invest different amounts, and this will determine the amount of profit or losses that they will be entitled. Although some jurisdictions do not require an operating agreement, it is very important to the company because it will help avoid controversy and confusion. LLC law is flexible in regards to management structure.

This is why it is important to include within the agreement how important issues will be decided. It is sometimes beneficial for some members to be responsible for the day to day operations of the company, while another member may be responsible only for the financial aspects of the business. These documents can be created using blank forms available on the Internet, or from the state secretary's office. However, many people will choose to hire a business law attorney to form this document to ensure its legality.  

When forming an LLC, members should be aware of the specific rules and restrictions that are set by each individual jurisdiction. All states will require some kind of filing fee when the articles of formation are submitted. These documents will have to include the name of the LLC corporation, the address, and the names of the individual members.

Again, these forms may be filled out on one's own, or with the help of an attorney. In general, any type of company is eligible to form an LLC. However, state legislation will prohibit any LLCs to be formed on the basis that they are an insurance company or bank.

Advantages of An LLC

Advantages of An LLC

Forming a Limited Liability Company (LLC) has several important advantages. An LLC may be a sole proprietorship, meaning there is only one member, or it may have several LLC partners. Many people will choose this business form because of the limited LLC liability that it offers, as well as certain tax advantages. When people form a corporation, as opposed to an LLC, they will have to file income tax returns for both their personal income and the income of the corporation. Forming an LLC will avoid this "double taxation" problem.
The LLC partners, will include the profits and losses of the business within their own income tax returns. This basically means that the LLC itself will not be taxed. It is not subjected to federal corporate taxes. Taxes will only be removed once from the LLC partners, instead of having taxes removed from the members and the corporation. This is called pass-through taxation, and is one reason many people choose LLC formation over a corporation. An option called "check-the-box" taxation allows LLC partners to decide how they will be taxed.
The limited LLC liability aspect is one of the most important advantages of forming an LLC. Members will have limited liability within the company. This means that a member's liability is restricted to a set amount of money. LLC liability restricts the members from being responsible for the debts of the business. If an LLC is sued, for example, LLC liability allows the plaintiff to take action only against the profits of the company, not the members. LLC partners will generally loose only the amount of money that they have invested within the company if it goes into debt. 
In addition to LLC liability, forming an LLC also allows more flexibility in ownership. If a person does not wish to share profits or ownership with any other members, he or she can form the company with only one owner. Also, an operating agreement will specify how much money is invested by the LLC partners, and what their rights and responsibilities are within the company. This will allow members to be as active or inactive within the business as they choose to be.
Most state laws do not require LLC partners to hold annual meetings. There is less formality involved, because there is generally no Board of Directors. There is also considerably less paperwork and record keeping involved with maintaining an LLC. This usually makes it easier and less time consuming for LLC partners.

What Are The Disadvantages of an LLC

What Are The Disadvantages of an LLC


Although there are advantages to forming an LLC, such as the limited liability and LLC tax, there are also several disadvantages. There is limited legislation that governs the rules and regulations of owning and operating an LLC, unlike the statutory requirements for corporations. This is why members of this type of business will have to create an LLC agreement. An LLC agreement will detail the rights and responsibilities of each of the members, as well as how much of a portion they will all own. Not all states require an LLC agreement, which is why some people will not create one.

However, it is very beneficial to have an LLC agreement to avoid any controversy that could result when members disagree. An LLC agreement should also specify what will happen when a member dies or desires to sell his or her interest in the company. Unlike corporations, an LLC does not have stock, which can make this process more complicated. If this issue is addressed within the LLC agreement, then the members will know what is to happen in advance.

An LLC tax may also be more complicated than corporation taxes. Due to the fact that LLCs offer their members limited liability, many states require an additional LLC tax, called a franchise tax or capital values tax. This means that the state will require the members to pay a fee in order to enjoy the benefits of limited liability. This does not exist in corporations, since they do not offer limited liability.

Depending on the jurisdiction, this franchise tax can be based on the LLC's revenue and profits, or a flat fee. One of the main advantages of operating an LLC is that LLC tax will generally allow for pass through taxation. However, members should be aware that there are certain jurisdictions that will limit this. This can also be a disadvantage when an LLC deals with international companies. Some countries do not recognize the way in which LLC tax is levied, and will treat the LLC in the same way as a corporation.

When forming an LLC, there are considerable filing fees. Many states will require that members publish a letter of intent within a local newspaper stating that they are forming an LLC. If the business is located in a very populated area, like a large city, then the cost for publication can be very expensive.

The structure of LLCs are usually very flexible, because they are not required to have a Board of Directors or annual meetings. This can be both an advantage and a disadvantage. Many times LLCs will not have a standard way of operating, which can create confusion and poor management. This is another area in which an LLC agreement is very beneficial.

It will outline who will be in charge of the day to day operations of the company, and who will have the final say in making important decisions. The LLC agreement will also give the necessary titles to its members, such as "executive" or "manager". This is important because, due to the lack of rigid structure, there can be some confusion as to who will fulfill what roles. 

Look Into the Evolution of the LLC

Look Into the Evolution of the LLC

The Limited Liability Company (LLC) has become very popular in recent years, and is a relatively new concept in business law. A LLC offers its member limited liability, meaning that they will generally not be responsible for the debts of the business. 
If the LLC is in debt, or becomes involved in a law suit, the members will lose only the amount of money that has been invested into the business. A LLC offers more flexibility within its management structure, and allows for pass-through taxation. Due to these attractive advantages, many business owners are choosing to form a LLC, as opposed to a corporation.
Although this is a comparatively new development, there are several older laws that led to the rise of LLC formation. A German statute, passed in 1892, is considered to be the first indication of LLC law. This law borrowed from the early English business style of creating private limited companies, and the 1874 Pennsylvania law allowing limited liability partnerships.
The German and Pennsylvania business laws set the precedent for modern LLC formation. After Germany enacted this law, many other countries followed, and the LLC became just as popular as traditional corporations. The subsequent legislation all included a level of limited liability that protected its members, as well as provisions for what would happen once a member died, retired, or decided to transfer his or her interests to another person.
Until the mid 1900s, LLC legislation was restricted mostly to South American countries, Germany, and France. Now, in the United States, each state has developed some kind of legislation to govern the practices of an LLC.
The state in which the LLC is formed will be subject to that jurisdiction’s regulations. In 1977, Wyoming was the first state to enact this type of legislation, which was modeled after the German code. The Wyoming Act allows for the formation of an LLC as long as this company is not operating as a bank or insurance company. Shortly after, in 1982, Florida passed an LLC Act.
Today, there are LLC laws in every state, which are similar to the Wyoming and Florida Acts. When these statutes were first developed, it was unclear how the Internal Revenue Service (IRS) would tax these businesses. Since LLCs are seen as a kind of combination of partnerships and corporations, the IRS had to decide how they would be taxed. In 1988, the IRS announced that it would treat a LLC as a partnership in regards to taxation, as long as it was formed within the regulations of LLC legislation. In 1988, the IRS also made some changes to the rules that accompany LLC taxation, making the process much simpler. This is one of the reasons that forming a LLC has become so popular in recent years.

What Are The Jurisdictional Requirements

What Are The Jurisdictional Requirements

In order to form an incorporate LLC, members should be aware of the rules and regulations of their state. The state in which the LLC is formed will be subject to those specific jurisdictional requirements. When a business owner chooses to form an incorporate LLC, he or she will have to pay filing fees and submit paperwork to the corporations department of the state secretary's office. LLC financial records will be kept by the state, as well as by the members of the business.
In order to do business outside of the state in which the incorporate LLC was formed, the business will have to meet certain requirements. Sometimes an LLC may wish to do business within the formation state, as well as neighboring states. In this case the members must go through a process called qualifying to do business". Intrastate business refers to LLC financial operations that take place entirely within the borders of a state. This means that a business may have their headquarters in one state, but own a warehouse in another state where products are manufactured. The incorporate LLC must qualify to do business in both of these state.
This will include paying taxes in both states. Interstate business, on the other hand, does not require the LLC to qualify in more than one state. This occurs when the headquarters, and all manufacturing of products, is conducted entirely in one state, but the company will ship its products to consumers who may be located in another state. Due to the fact that the LLC is conducting business operations in only one state in this example, they only have to qualify to do business in one state.
Qualifying to conduct business in another state is a relatively simple process. LLC financial records and other paperwork must be filed with that state, and a filing fee must be paid. The incorporate LLC is also required to appoint a registered agent who resides within the state in which the LLC desires to do business. This person will be responsible for collecting legal paperwork. Once the registration is complete, LLCs will be required to pay income taxes for each state they are registered in.
Members looking to form an incorporate LLC should also be aware of the specific tax regulations of each state. The use of pass-through taxation is one of the most significant LLC financial benefits. In general, the Internal Revenue Service (IRS) will tax LLCs as partnerships, meaning that they will not have to file income taxes for the business itself. Many people choose to use this business method because of the LLC financial taxation. Although most state legislation reflects this, members should be aware of the deviations in tax laws depending on jurisdiction. For example, within the District of Columbia, LLCs are considered to be taxable businesses.

Limited Liability Companies Overview

Limited Liability Companies Overview

Evolution of the Limited Liability Company: 
Limited Liability Companies (LLCs) have become popular in recent years because of their attractive benefits, such as limited liability for members and pass through taxation. The concept of the LLC is relatively new, but has its roots in an 1892 German law. This law was based on the early English business practice of private limited companies, and the 1874 Pennsylvania law that established limited liability partnerships. These statutes formed precedent for subsequent laws made in the United States. LLC formation mostly took place in Germany, France, and South American countries until Wyoming became the first US state to enact LLC legislation in 1977. Now all fifty states have some kind of LLC rules and regulations. In 1988, the Internal Revenue Service (IRS) announced that it would tax LLCs in a similar manner to partnerships. This pass through taxation made the LLC an even more attractive option to business owners.  

Nature of an Limited Liability Company
An LLC is a type of business formation that combines certain aspects of a corporation and a partnership. It offers members limited liability. This means that the members will not be personally liable for the company’s debt. An LLC member stands to lose only the amount of money that he or she invested into the business. However, this limited liability will only be held if the member shows that the LLC is not in anyway an extension of his or her personal assets. The LLC corporation must be kept a separate business entity. It is beneficial to create an operating agreement when forming an LLC. This will detail the rights and responsibilities of the members, their duties, and the percentage of the company that each member owns. This is important in avoiding controversy and conflict that can arise from an LLC’s relatively flexible management structure. 

Limited Liability Company Formation: 
In order to form an LLC, members must file the appropriate paperwork, pay filing fees, choose a business name, and form an operating agreement. This can all be done with the aid of a business attorney, or can be done on one’s own at the state secretary’s corporations office. The business name must be original and cannot contain certain words that are restricted by the state. The paperwork, usually called the articles of organization, will require the business name, address, and the names of its members. The operating agreement will detail the rights, responsibilities, and duties of all the members. It is important to create this document, although it is not always required by state law. An LLC operating agreement will include the percentage of ownership that each member maintains. Fees must be paid to file this paperwork, which is usually between $100-$800.  

Jurisdictional Requirements of an Limited Liability Company
When members form an LLC, they should be aware of the specific rules and requirements that exist in their jurisdiction. Sometimes an LLC may be conducting business within the borders of more than one state. This means the LLC may have to meet certain requirements. This is only in the case of intrastate operations. This means that an LLC has its headquarters in one state, but may have a warehouse or other building in another state where they are manufacturing products. In this case, they will have to qualify to do business in both states. This includes filing paperwork and paying filing fees, similar to those which are required in an LLC formation. Members should also be aware of tax legislation. Although most states allow for pass-through taxation, there may be certain restrictions depending on the jurisdiction. 

Advantages of an Limited Liability Company
The main advantages to forming an LLC over a corporation are the limited liability the business form offers, and the tax advantages. Forming an LLC avoid the “double taxation” problem, because the LLC itself will not be taxed. The income of the business will be taxed as part of the partners’ personal income. This is referred to as pass-through taxation. Members of an LLC will have limited liability within the company. The members will not be liable for any debt that is acquired by the company, because they stand to lose only the amount of money that they have invested. If the LLC is sued, the plaintiff only has the right to take action against the company itself, not the members’ personal assets. LLCs also allow more flexibility in ownership. There is less in the way of record keeping and paperwork maintenance when running an LLC, as opposed to a corporation.   

Disadvantages of an Limited Liability Company:
Despite the advantages of owning an LLC, there are several disadvantages. There is a limited amount of legislation that govern the rules and regulations of owning an LLC, as opposed to a corporation. Although this may be an advantage to some, the flexible structure of LLCs can prove to be confusing and lead to conflict. This is why it is so important to have an LLC agreement that will specify the rights and responsibilities of each member. Due to the fact that LLCs do not have stock, the process of transferring shares in the LLC can be more complicated. Some jurisdictions may levy an extra tax on LLCs. This can be thought of as a fee that is paid to maintain the limited liability aspect of the LLC. Forming an LLC can sometimes be costly, because it involves paying filing fees, and, sometimes, publishing a letter of intent in a local newspaper. 

Management of an Limited Liability Company:
LLCs are generally easier to manage than corporations, because there are less rules and regulations governing their structure. They are not required to have a Board of Directors or annual meetings. Sometimes this can lead to some confusion within the management structure which is why it is important to have an operating agreement. This will specify which members are responsible for specific tasks, and who will have the final say when making management decisions. There is generally two ways in which an LLC is managed: member managed or manager managed. Commonly, LLCs will be managed by one of all of the members. The members may appoint one members to handle most of the managing tasks. Sometimes, an LLC will hire an outside manager to handle these responsibilities. Managers must handle the taxes, renew licenses, and maintain the legal separateness of the LLC. 

Operations of an Limited Liability Company:
Creating an operating agreement is a major necessity in forming an LLC, because it will outline the rights, responsibilities, and duties of all the members. The document will specify the percentage of the company that each member owns, as well as how the profits and losses will be allocated. If there is conflict between the members of the LLC and there is no operating agreement, then the members can be subject to the default rules of the state. This can be a disadvantage to the members. The agreement should also include voting rights, and other procedures for making important decisions within the business. These agreements can be created on one’s own using blank forms, or with the aid of a business law attorney.