Multi-Member LLCs: New Partnership Audit Rules
You will remember that difficult discussion with your small business attorney about how you wanted your limited liability company to be treated for purposes of taxation. If you do nothing, then your multi-member LLC is taxed as a partnership. And in this article, when we refer to a “partner” or a “partnership,” we are generally referring to a member in a LLC that is taxed as a partnership. If you want to be taxed as a corporation, you need to file an election. This article highlights the new audit rules and whether you may want to consider making changes to your multi-member LLC.
- Published in Business formation and startups, Limited liabilty company, Taxes
Manager-Managed and Member-Managed LLCs: What’s the Difference?
There are several essential questions that you must discuss with your small business attorney before forming a limited liability company. You must determine the name of the company. You have to decide in which jurisdiction the startup company will be formed. You need to decide how the company will be treated for tax purposes. The focus of this article is the management structure of the LLC, whether the business be managed by its members or by one or more managers.
Dissolving a Small Business
Some businesses simply don’t make it. We have discussed reasons why small business owners may decide to dissolve a business. The procedures that a small business must follow differ depending on where you may have organized your company. In this post, we will summarize the procedures for dissolving your limited liability company (LLC) in various popular states for small businesses. We focus on business dissolution of LLCs in DC, Virginia, Maryland, Delaware and California.
- Published in Limited liabilty company
Negotiating LLC Operating Agreements
This blog post highlights some of the critical issues in negotiating operating agreements for a new business. The operating agreement for a limited liability company (LLC) is the critical document that governs formation, governance, distributions and dissolution of your business, among other issues. You will want to give special attention to negotiating the operating agreement, especially when your business has several partners or investors. The LLC is a creature of state law and the operating agreement is an agreement. You have great latitude in negotiating the terms of the operating agreement as most states have few mandatory provisions. The operating agreement for your LLC is the most important agreement that will govern your business for the life of the business. These terms may be difficult to negotiate but if a dispute arises, they will be even more difficult to resolve without the guidance from your operating agreement. You should go over the terms and conditions of the operating agreement carefully with your small business lawyer and make sure you understand and agree before you jump in to a relationship with partners and investors.
Forming a New Business: Corporations vs LLCs
Your startup attorney may suggest that you look at the S corporation and LLC as the two most attractive options for forming your new business. There are a number of considerations for you to keep in mind for your startup business and for you to decided on a LLC or S corporation. They generally fall into four major categories: Protecting personal assets: the business owner wants to assure that the new business’ creditors can only get at the assets of the business, not those of the individual owners; Transferring interests in the business: whatever form you have, you want to be able to transfer stock, or ownership interests in your business; Admitting new investors: you want to make sure that you have a mechanism to admit or restrict new investors in the business; Taxes: which corporate form allows you to pay the least amount of taxes. In this blog post, I am going to focus on two of the most common forms available for small businesses: S corporations named after subchapter S in the tax code, and limited liability companies (LLCs). New business owners generally like the flexibility of the limited liability companies over a corporation and they can still have their LLC taxed as a C corporation or S corporation if they want and can qualify.
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