Traditionally, Limited Liability Companies are treated like partnerships. Two or more people get together, found a company, form an LLC, and then start running the business. But there’s more than one way to run an LLC. Member-Managed and Manager-Managed Limited Liability Companies are run very similarly, but there are also some key differences that anyone looking to form an LLC should know.
Member-Managed LLCs are, by far, the more common choice. Each member of the limited liability company is treated as equal to every other member, and everyone shares responsibility for the day-to-day operation of the LLC. Continue reading
Limited Liability Companies were, originally, meant to be a replacement for the standard partnership. In 1977, the IRS ruled that it would treat the very first LLC, a Wyoming-based oil company, as a partnership for tax purposes. That meant any money earned by the company would flow through it, directly to the members of the LLC. It wasn’t until 1988, however, that the IRS chose to recognize all LLCs as partnerships, rather than corporations. LLCs are thus, at the federal level, treated as partnerships, which complicates matters for Single Member LLCs. Single Member Limited Liability Companies thus face challenges unique to its business structure – challenges that anyone considering forming a SMLLC should know about and expect.
What are the differences between a Limited Liability Company and a Single Member LLC?
The main difference is right in the name. A single member LLC only has one member, or owner. Limited Liability Companies were primarily created to protect the interests of everyone involved in running the company. The assets and debts of the company were its own, and the assets and debts of each member was their own. If one member misbehaved and owed creditors money, the creditor could not seize control of the LLC – they could only collect on the proportional share being paid to that owner. Likewise, if the company went bankrupt, the personal assets of the members were safe. Single Member LLCs, on the other hand, are not partnerships and it has been up to the state courts to decide how much protection a single-member LLC should really provide.
A Limited Liability Partnership is a very interesting type of business structure. Limited Liability Companies already combine the ease of running a partnership with the protection of a corporation, and the IRS originally ruled that LLCs would be taxed as partnerships. So what is the difference between a Limited Liability Partnership and a Limited Liability Company? And which one would be the best structure for your company?
What is a Limited Liability Partnership (LLP)?
We’ll answer the easiest question first. An LLP is very similar to an LLC – both protect the company’s owners from lawsuits and debtors, and both have a pass-through tax structure, meaning anything the company earns passes through it, directly to the owners, without being subject to any corporate income tax. However, a Limited Liability Partnership offers an extra bit of liability protection to each partner. So, just like in a Professional Corporation, the other partners in an LLP will not necessarily be liable for the consequences stemming from another partner’s actions.
Do all states recognize LLPs?
Yes, though the laws recognizing LLPs vary from state to state. The majority of the states have adopted the Revised Uniform Partnership Act, which includes a provision for LLPs stating ‘An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership.’ In layman’s terms, that essentially means that the company, and not the individual partners, is responsible for any obligations stemming from contracts or torts. The states that haven’t adopted the RUPA instead opted for their own laws to recognize LLPs, but all follow the same basic pattern.
Corporate seals are a remnant of the middle ages, back when official documents were legitimized by a hot wax imprint of a seal or crest. The practice of ‘sealing’ documents kept on throughout the centuries, though the hot-wax method eventually gave way to rubber stamps and paper seals. Today, corporate law still allows for the use of corporate seals, though they are no longer as important as they once were. This week in business basics we answer a few of the most commonly questions we receive about corporate seals, and let you know if you should get one for your own corporation.
What is a corporate seal?
A corporate seal is essentially a signature for your business. When you incorporate, you turn your business into its own, legal entity. Since a corporation cannot sign anything, a corporate seal is used to mark legal and official documentation. These days, most corporate seals are either rubber stamps or steel embossers, and are normally designed to fall apart if tampered with to help avoid fraud.
Do I need a corporate seal?
One of the biggest reasons why many people don’t put additional thought into starting up a business is because they believe that it’s expensive to do so. In actuality, starting a business is far cheaper than these individuals realize. Of course the startup costs are dependent on the type of business you’re planning in terms of equipment and/or inventory. However, the initial paperwork to start your own corporation is quite nominal in comparison.
A C-Corporation is an entity that is taxed separately from those who set it up, such as owners and shareholders. It is regarded as a separate entity that can hold its own credit rating, liabilities and assets. Personal liens and debts cannot influence a C-Corporation’s assets or bank accounts because it is its own entity owned by the shareholders and not the founding individual.
Why You Would Want a C-Corp
Forming a C-Corporation has many advantages that are ideal for businesses. As there are many types to choose from, you should have an idea of what you need to form according to your ultimate goals. The C-Corporations have benefits such as:
- Unlimited growth potential
- Private shareholders and investor accountability
- Limited liability
- Perpetual existence – A C-Corporation has perpetual existence meaning that it will continue to operate even if the owner quits his or her position. The corporation will continue to conduct business as normal and doesn’t require the founding member to be a part of the staff. For example, Steve Jobs left Apple in 1985 although he was a founding member. Without his influence, Apple continued to conduct business.
Missouri – the “Show-Me” state – is the subject of this week’s 50 states of incorporation, but first we want to show you why Missouri is such a great place to start a business. Missouri has long-been an important economic hub because America’s three great rivers – the Missouri, the Mississippi, and the Ohio – all flow through the state. And though shipping has died down and Missouri is no longer the sole Gateway to the West, the state has shown an amazing propensity towards adaptation, and some of the most successful high-tech companies in the world call Missouri home.
Monsanto, one of the world’s biggest bio-technology companies, is based out of Missouri, as is Boeing Defense, Space & Security, a leading aerospace and defense-research firm. But the company that Missouri is most famous for has to be St. Louis’s Anheuser-Busch. It is, in fact, so loved that Busch’s St. Louis brewery was declared a national landmark in 1966.
Missouri knows how important small business is to the state, and the government offers loads of incentives and programs to help small businesses get started properly. Missouri lists many of the public resources that are available, and it is especially supportive of its agricultural industry; Missouri has 108,000 active farms, the second highest amount in the United States.
The Great Lakes State, Michigan, is the focus of this week’s 50 states of incorporation. As the ninth most populous state, and with one of the most diverse economies in America, Michigan is a great place to start a business, form an LLC, or incorporate. Many Michigan industries are growing and thriving, and Michigan was one of the top states for job creation in 2012. It is no wonder Michigan is known for being a center of manufacturing!
Michigan’s claim to economic fame lies squarely with the automotive industry. General Motors, Ford, and Chrysler all still call Detroit their home, and though the 2008 global financial crisis hit the automotive center of America hard, they are rebounding. Of course, Michigan has a lot more to offer than cars. Tourism, IT, mining, and agriculture all contribute heavily to Michigan’s economy. In fact, chances are good the Christmas tree soon to be in your living room was grown in Michigan as the state is one of the leading growers, with over 60,000 acres dedicated growing Christmas trees.
It is understandable, then, why so many people choose to found their own small business in the state. And it has never been easier to incorporate in Michigan!
Incorporation is one of our specialties, and many of our clients come to us because they want to incorporate their business. After all, incorporation helps protect you in the event of a lawsuit, and forming a separate business entity helps separate the company’s debts from your private assets. However, our customers also often ask us about a real caveat to incorporation – double taxation. After you incorporate, your business has to pay a tax on any income that it earns, subject to the federal and state corporate income tax rates. On top of that, you still have to pay tax on income you earn from working for the corporation. Effectively, this taxes the same amount of income twice, and that heavy burden frightens many small business owners, most of whom don’t have much extra capital to throw around. There is, happily, a way to avoid double taxation, and it is the subject of our Business Basics post for this week – filing for S-Corporation status.
Chapter 1, Subchapter S of the Internal Revenue Code allows smaller businesses to avoid paying federal, and usually state, corporate income tax. S-Corporations are the most popular type of corporation in the United States, with 61.9% of all active corporations filing Form 1120S to apply for S-Corp status.
In order to qualify, your corporation must have fewer than 100 shareholders and issue only one class of stock. If your corporation qualifies, you can file for S-Corp status, which will allow any income earned by the corporation to pass through the business, untaxed, directly to the shareholders. You, of course, still have to pay your personal income taxes, and by law must take a reasonable compensation as a wage. But your corporate income, in most cases, will stay untouched.
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Running a business only works if you get paid. Sending out invoices with no answer from the client or customer can cause you to pull your hair out and stay up all night wondering how you’re going to pay the bills.
Now that GoDaddy Online Bookkeeping also includes a new Invoicing feature, we’ve taken a marked interest in how our customers invoice. And we’ve come up with several best practices that seem to get invoices paid promptly and in full.
By Katherine Wood, HomeownersInsurance.com
Unexpected events, even seemingly minor ones, could hit your small business much harder than you expect. That’s why you need to protect your hard work by purchasing the right type and amount of insurance. For a new small business owner, the insurance landscape can be difficult to navigate.
Here’s a guide to the basic requirements and other options available for safeguarding your successes.