Lawyer Central- National Network of Attorneys for Lawsuits and Claims

Find Qualified Local Lawyers and Attorneys

Corporate Structure - Limited Liability Companies - LLCs
Answers and Information


Answers and Information


A limited liability company (LLC) combines the corporation's protection from personal liability for business debts and the pass-through tax structure of a partnership or sole proprietorship; while setting up an LLC is more difficult than creating a partnership or sole proprietorship, running one is significantly easier than running a corporation.
One of the main features of an LLC is Limited Personal Liability. Like shareholders of a corporation, all LLC owners are protected from personal liability for business debts and claims. This means that if the business itself cannot pay a creditor, the creditor cannot legally come after any LLC member's house, car, or other personal possessions. Because only LLC assets are used to pay off business debts, LLC owners stand to lose only the money that they have invested in the LLC.
However, similar to corporations, there are some exceptions to limited liability. LLC owners can be held personally liable if they:
  • personally and directly injures someone
  • personally guarantee a bank loan or a business debt on which the LLC defaults
  • fail to deposit taxes withheld from employees' wages
  • intentionally do something fraudulent, illegal, or reckless that causes harm to the company or to someone else
  • treat the LLC as an extension of his or her personal affairs, rather than as a separate legal entity
This last exception is the most important, because if owners do not treat the LLC as a separate business, a court might say that the LLC does not really exist and find that its owners are really doing business as individuals, who are personally liable for their acts. To prevent this from happening, owners and co-owners must:
  • Act fairly and legally. Do not conceal or misrepresent material facts or the state of your finances to vendors, creditors, or other outsiders.
  • Adequately fund your LLC. That is, invest enough cash into the business so that your LLC can meet foreseeable expenses and liabilities.
  • Keep LLC and personal business separate. Get a federal employer identification number, open up a business-only checking account, and keep your personal finances out of your LLC accounting books.
  • Create an operating agreement. Having a formal written operating agreement lends credibility to your LLC's separate existence.
 A good liability insurance policy can shield your personal assets when limited liability protection does not. Insurance can also protect your personal assets in the event that your limited liability status is ignored by a court. Furthermore, insurance can protect your corporate assets from lawsuits and claims. But your LLC will not be protected if it fails to pay its bills: commercial insurance usually does not protect personal or corporate assets from unpaid business debts, whether or not they are personally guaranteed.
Unlike a corporation, an LLC is not considered separate from its owners for tax purposes. Instead, like a partnership or sole proprietorship, it is what the IRS calls a "pass-through entity.” This means that business income passes through the business to the LLC members, who report their share of profits or losses on their individual income tax returns. Each LLC member must make quarterly estimated tax payments to the IRS.
While an LLC itself does not pay taxes, co-owned LLCs must file Form 1065, an informational return, with the IRS each year. This form, the same one that a partnership files, sets out each LLC member's share of the LLC's profits, which the IRS reviews to make sure LLC members are correctly reporting their income.
Finally, the owners of most small LLCs participate equally in the management of their business. This arrangement is called "member management."  There is an alternative management structure called “manager management,” in which you designate one or more owners (or even an outsider) to take responsibility for managing the LLC.  The nonmanaging share in LLC profits. In a manager-managed LLC, only the named managers get to vote on management decisions and act as agents of the LLC. Choosing manager management sometimes makes sense, but it might require you to deal with state and federal laws regulating the sale of securities.

If you think you might have a Corporate Structure case, Contact our Corporate Structure Lawyers Immediately for Help.


Corporate Structure Resource Center

  • Sole Proprietorships
    A guide to Sole Proprietorships.
  • Partnerships
    A guide to Partnerships.
  • Corporations
    A guide to Corporations.
  • Limited Liability Companies - LLCs
    A guide to Limited Liability Companies (LLCs).
  • Non Profits
    A guide to Non-Profit Organizations.






  • Find an Corporate Structure Attorney

    We offer many ways to find Corporate Structure lawyers in order to best match up our lawyers with prospective clients. Detailed Corporate Structurelawyer videos help you learn more about different attorneys and their Corporate Structure practices.

    FREE CASE REVIEW

    Complete the Form Below and Talk to Experienced Lawyers


    Practice Area
    First Name
    Last Name
    Phone
    Okay to call at this number?
    Yes No
    Email
    Zipcode
    Case Specifics
    7369








    Lawyer Central Practice Areas
    Corporate StructureEmployee IssueIntellectual Property

    Lawyer Central News Centers
    FDA NewsEPA NewsCPSC NewsNational NewsVerdict NewsSettlement NewsJury NewsSupreme Court News

    September 07, 2008
    Disclaimer - Terms of Use