What is an LLC?

The Limited Liability Company is a relatively new entity type that was developed towards the end of the 20^th century as an alternative to a corporation. Modeled after a German entity type (GmBH), the US LLC originated in Wyoming in the late 1970s, emerged in Florida a decade later and by the early 1990s existed in all US jurisdictions. Since that time limited liability companies have steadily gained in popularity largely because they combine liability protection previously reserved for corporations with single taxation of partnerships. LLCs also have fewer requirements than corporations making them easier to maintain. LLC's are separate and distinct from its owners who are called "members."  LLC's do not issue shares of stock like C Corporations and S Corporations. If you would like to read about S Corps and C Corps check out our blog here.

Ownership/ Member details about LLC's

There are 2 ways to reflect ownership of an LLC.  It can be reflected as a percentage or by membership units which are similar to shares of stock in a corporation. The number of members of an LLC is unlimited and members can be individuals, partnerships, corporations, trust, nonresident aliens, etc.

Things to know about LLC's

• Limited Liability- Absent any specific personal guarantees, the amount at risk for members is limited to their investment in the LLC. The personal assets of the members are generally beyond the reach of creditors. This protection is for all members of the LLC unlike an LLP where one general partner must remain liable for partnership debts. 
• Tax Benefits- LLC members may also enjoy the same flow-through tax benefits which are applicable to partners of a partnership.
• Easier to maintain- LLC's are not required to hold annual meeting and to record meeting minutes. LLC's are known for their operational ease.
• Heightened Credibility- Forming your company into an LLC can increase the credibility associated with your business.

There are 5 Different types of entities than can own a business.

• C Corporation
• S Corporation 
• LLCs & LLPs 
• General Partnerships
• Sole Proprietorships

1. Limit the Liability and Protect the Assets of Owners
2. Increase Tax Savings 
3. Raise Capital 
4. Perpetual Existence
5. Simple Estate and Family Planning

 

Incorporating is an important step to providing you and your business with more security. Corporations historically started as a means for people to gather their finances for large business endeavors, while benefitting from protection from liability. Without such protection measures, people were less likely to invest in projects, leading to the continuation of corporations.  

This limited liability feature is one of the most prominent features of corporations and limited liability companies. You can protect your personal assets by incorporating or forming a company. When you do so, you are creating a legal entity that is separate from yourself. This means that your personal assets and your business assets will be separate. In the event of a lawsuit or if your business should fail, your personal assets cannot be touched.

As an owner, you are separate from the legal business entity, but you still must be sure to follow all state rules and regulations regarding your corporation or limited liability company.

A few steps to insure that you protect your assets include…

• Creating proper articles of incorporation and bylaws, along with any other set state requirements.
• Acting in accordance to the company’s articles and bylaws.
• Vigilant recordkeeping habits, including attention to detail.
• Maintenance of annual taxes. 

Aside from these basic steps, there are further ways to maximize your liability protection. Here, we’ve noted 3 Key Do’s and Don’ts that will help you protect your assets. 

Once you incorporate your business, you are on the road to protecting your personal assets. You should keep in mind that there are still legal obligations for you to follow in order to achieve maximum liability protection. If you’d like to learn more about incorporation and its benefits, check out our Learning Center. You can also learn more about state specific requirements by visiting our detailed State Database.   

Our “How Incorporating Protects Your Personal Assets” info sheet summarizes asset protection strategy and other benefits of incorporating. It’s available for free download by clicking the button below!