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LLC (Limited Liability Company)

By IncNow | Published October 19, 2013

A traditional LLC is established upon the filing of a Certificate of Formation with the Secretary of State. It is owned by one or more Members and operated by one or more Managers or Managing-Members, as set out in an LLC Operating Agreement. The LLC is the most popular form of business entity. It has grown in popularity because it is superior to the corporation in that the LLC offers more asset protection, organizational structure flexibility, operational flexibility and tax flexibility. It is also simple to set-up and operate with few formalities. It is well designed to hold passive assets like real estate and conduct active businesses. It is also well designed for everything from the one-man-shop to extremely large scale businesses. It is also flexible enough to be used for venture capital funding and joint ventures. Rather than having many default rules govern their operation and limitations, they can be crafted into an agreement where all the owners’ rights arise from the rights and obligations contained in the LLC operating agreement. The members are treated like professionals who are sophisticated and able to negotiate terms to protect their interests ahead of time. The member’s rights are all in the agreement, so owning a stock certificate (membership certificate) is not necessary. Most LLCs do not require annual meetings and have very few corporate formalities. Almost everyone is comfortable with this corporate form which is now in all fifty states. A newer form of LLC is called a series LLC, which allows for firewalls of liability protection within one entity.

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When deciding where to form your company, consider that Delaware has advantages over your home state that may benefit you. Go