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Company Formation Home Page  >>  Incorporating in Delaware and Forming Delaware LLCs >>  Start-Up LLC FAQ

LLC FREQUENTLY ASKED QUESTIONS: WHAT IS A LIMITED LIABILITY COMPANY? HOW DOES AN LLC MAXIMIZE TAX ADVANTAGES?

Simply one of the most exciting new ways to organize a new business to have been developed in the last couple of decades! It is a new type of status that maximizes both tax advantages and liability protection. With a "C" corp., owners are taxed twice. First on corporate profits and then on personal income when profits are distributed as dividends. The situation is somewhat improved with an "S" corporation, in that corporate profit can flow through personal income, thereby subjecting it only to single taxation. The problem with "S" corporations is that they are fairly restricted and therefore lack flexibility.

A limited liability company (LLC) is an entity formed under state law by filing articles of organization as an LLC. Unlike a partnership, none of the members of an LLC are personally liable for its debts. An LLC may be classified for Federal income tax purposes as if it were a sole proprietorship (referred to as an entity to be disregarded as separate from its owner), a partnership or a corporation. If the LLC has only one owner, it will automatically be treated as if it were a sole proprietorship (referred to as an entity to be disregarded as separate from its owner), unless an election is made to be treated as a corporation. If the LLC has two or more owners, it will automatically be considered to be a partnership unless an election is made to be treated as a corporation. If the LLC does not elect its classification, a default classification of partnership (multi-member LLC) or disregarded entity (taxed as if it were a sole proprietorship) will apply.

Coddan provides low cost Incorporation and LLC formation services to businesses and individuals. We form companies in all 50 states including Delaware, Florida, California, New York, Washington and Nevada. Delaware state law requires that certain information be included in the articles of organization during the process of Delaware LLC registration. This information must include: the company name, the address of the registered office and the name and address of the registered agent. The address of the principal place of business of the limited liability company. The period of the LLC’s duration (this may be perpetual or for a set amount of time). A statement as to whether the LLC is to be managed by managers. The name and address of each person executing the certificate of formation. Don't know which type of Entity to form? Call one of our specialists for a FREE CONSULTATION today! Call 0-207-060-0382 or you can chat with one of our reps live online.
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A Limited Liability Company ("LLC") is a separate legal entity that offers an alternative to partnerships and corporations by combining the corporate advantages of limited liability with the partnership advantage of pass-through taxation. An LLC is created and comes into existence when articles of organization are filed with the proscribed fees, and accepted by the proper state authority.

Why would I consider an LLC or limited liability company form of business organization? A limited liability company (LLC) is a hybrid organization that has characteristics of both a corporation and a partnership. Its members (comparable to corporate shareholders) receive interests in the LLC in exchange for property, money, or services. Like a corporation, it is a separate legal entity for purposes of limited liability of its members. It has the tax benefits, however, of a partnership. It also has the freedom from many of the legal formalities that govern corporations (e.g., annual reports, director meetings, shareholder requirements, etc.). To create an LLC, members file articles of organization with the state and pay filing fees. Members should also have operating agreements, similar in concept to a partnership agreement, that explains the operation and management of the business. There has been a lot of fanfare regarding this form of business enterprise and the law is still germinating. Each state has its own set of statutes governing LLCs - which must dovetail with IRS guidelines which are in constant evolution. For this reason, it is a necessity to have the advice of an attorney to determine how the LLC law in your state best applies to your situation.
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An LLC is owned by its members. The members of an LLC are like partners in a partnership or shareholders of a corporation. A member will more closely resemble a shareholder if the LLC utilizes a manager or managers, because under that situation the members will not participate in the management of the LLC. However, if the LLC does not utilize managers, then the members will more closely resemble partners because they will have decision making powers in the LLC. The member's ownership in the LLC is represented by their respective "membership interest", in the same manner as a partner has an "interest" in a partnership or a shareholder has stock in corporation. Can an LLC have just one owner? Yes, in most states. A few states require two more owners (members). There may be a simple way to meet this requirement: If you are married, your spouse may be willing to serve as the second member.

How is an LLC managed? There are two basic ways. Most LLCs are member-managed. This mean that all the members jointly run the business. Some LLCs are manager-managed. This means that they designate one or more members to be managers or perhaps they hire one or more outside managers. It is possible, as well, to have an LLC that is managed by a combination of members and outside managers. If you get too complicated about the management arrangements, you may compromise one of the main benefits of using the LLC as your business format: keeping things simple.

A limited liability company (LLC) is an entity formed under state law by filing articles of organization as an LLC. Unlike a partnership, none of the members of an LLC are personally liable for its debts. An LLC may be classified for Federal income tax purposes as if it were a sole proprietorship (referred to as an entity to be disregarded as separate from its owner), a partnership or a corporation. If the LLC has only one owner, it will automatically be treated as if it were a sole proprietorship (referred to as an entity to be disregarded as separate from its owner), unless an election is made to be treated as a corporation. If the LLC has two or more owners, it will automatically be considered to be a partnership unless an election is made to be treated as a corporation. If the LLC does not elect its classification, a default classification of partnership (multi-member LLC) or disregarded entity (taxed as if it were a sole proprietorship) will apply.
Compare Prices of Various Forms of Companies»   Delaware Corporations and LLCs Registration Packages & Costs | 

Pass-Through Taxation LLC's allow for pass-through taxation, allowing earnings of an LLC to be taxed only once. The earnings from an LLC are treated in a similar manner as earnings from a partnership, sole proprietorship and most S corporation.

What is the difference between a limited liability company and a limited liability partnership? A limited liability company consists of one or more members which may be individuals, partnerships, limited partnerships, trusts, estates, associations, corporations, other limited liability companies or other business entities. The members of a limited liability company are afforded limited liability similar to shareholders of a corporation and have pass-through taxes comparable to a partnership.

A limited liability partnership must have two or more partners whose type of business is to engage in the practice of public accountancy, the practice of law or the practice of architecture.

What is the difference between a limited liability company and a limited partnership? A limited partnership consists of at least one general partner and one limited partner. The general partner is potentially liable for all the obligations of the partnership. The limited partner has limited liability. Limited partners may jeopardize their limited liability status if they actively participate in the business of the partnership.

UK Companies FormationLLP vs LLCIncorporate in Delaware

An LLC generally can be viewed as a hybrid entity combining the characteristics and, more importantly, the benefits of a corporation and a partnership.
With limited liability for its members, an LLC resembles a corporation.
The owners of an LLC, like shareholders of a corporation, are generally not responsible for the debts and obligations of the LLC beyond their contributions to the LLC.
Members of an LLC can directly participate in the company's management or can elect managers to manage the business.
Property with "debt and excess of basis" may be contributed and the contribution structured to avoid gain recognition.
A person who contributes appreciated assets to the LLC in exchange for a membership interest is not required to recognize gain on the exchange.
Receipt of an interest in an LLC for a profit interest is generally not taxable (although services for stock would be).
Liquidating and non-liquidating distributions of appreciated property from an LLC are generally received without gain.
In short, the LLC offers significant tax benefits to its members, which are not available to a stockholder in a C corporation.


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A limited liability company consists of one or more members which may be individuals, partnerships, limited partnerships, trusts, estates, associations, corporations, other limited liability companies or other business entities. The members of a limited liability company are afforded limited liability similar to shareholders of a corporation and have pass-through taxes comparable to a partnership.
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If you want to become familiar with the description and the contents of company formation packages, offered by Coddan and to find above, what kind of service is included in this or that company incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company formation within the State of Delaware, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. What do I need to do to incorporate? Step 1. Decide on the type of company you want: Corporation or Limited Liability Company (LLC). Step 2. Choose your company's name and corporate ending. If a corporation, the name must end: Corporation, Company, Incorporated, Limited, Syndicate, Union, Society, Club, Foundation, Fund, Institute, Association; or use one of the abbreviations: Co., Corp., Inc., or Ltd. If an LLC, the name must end: LLC, L.L.C., or Limited Liability Company.) Step 3. Place your order! You can file for your Delaware company in five minutes on this website with credit/debit card. There are no paper forms to sign or return, everything is done instantly online. If you have questions please E-Mail or call us: Call FREE 0800 081 1510, Overseas Residents: +44 845 020 4269 or +44 20 7060 0382, Fax: +44 20 7681 3318 or USA Toll Free: 1 877 557 5939.
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Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable.
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WHAT IS A LIMITED LIABILITY COMPANY? DEFINITION OF AN LLC

An LLC is a creation of statute. An LLC can be formed and exist as a matter of law only if a state statute enables the creation of LLCs. Unlike a partnership, an LLC can neither be implied at law nor exist by estoppel. An LLC is an entity that is an unincorporated association and that has a duration that is not perpetual. In most states, an LLC can be formed by one organizer but it must have two or more members. The District of Columbia statute requires two or more members while Virginia and Maryland have enabled the formation of single member LLCs. A member can be a natural person, a corporation, a partnership or another LLC.

If the proper election has been made, the LLC will be classified as a partnership and not subject to corporate income tax for both federal and state income tax purposes. An LLC can be formed for any business purpose as long as the purpose is a lawful one. The members may limit the powers of the LLC or restrict how the powers are exercised as long as the limit or restriction is contained in the articles of organization. If no such limit or restriction is contained in the articles of organization, then the LLC may possess and exercise all powers that are necessary or convenient to carry out the business purpose of the LLC.

The District of Columbia, Maryland and Virginia statutes expressly confer limited liability on the members of the LLC. A member of an LLC is not a proper party to a cause of action against the LLC except where another member is asserting a right against the LLC or the LLC is asserting a right against a member or where the cause of action is a derivative action.

Unlike a partnership under the Uniform Partnership Act (UPA) that is in effect in many states, the LLC may acquire and hold property in the name of the LLC rather than in the names of the members. Also, unlike a partnership, an LLC can sue or be sued in its own name. A member can sue the LLC in a derivative action to the same extent and under the same conditions that a shareholder can sue a corporation. Note that the Revised Uniform Partnership Act (RUPA), which is in effect in the District of Columbia, has adopted the entity theory of partnership rather than the aggregate theory of partnership contained in the UPA. Therefore, a partnership organized in jurisdictions where the RUPA is in effect can own property in its own name and can sue or be sued in its own name.
Articles & Information about Corporation Benefits »   Comprehensive Information and Resources for Corporations | 

DO I NEED TO BE REGISTERED AS "DOING BUSINESS" IN MY HOME STATE?

Your Delaware company is a domestic company in the State of Delaware. It is a foreign company in every other state or country. If you plan to staff offices to conduct business directly with the public, it may be wise to register in your state. This is generally not necessary if you are a consultant, a one person or home-based business, sell through independent distributors, manufacturer's representatives, wholesalers, retailers or through mail order or the internet. More information on what constitutes "doing business" can usually be found at the Secretary of State's office in each state. If you decide to register with your home state, be advised that most states will require a Certificate of Good Standing from the Delaware Secretary of State. You can order this certificate online when you purchase your incorporation package or separately later, if you find that you need it.

IS A LIMITED LIABILITY COMPANY BETTER THAN A CORPORATION?

The answer to this question varies on a case-by-case basis. Which business entity is best for you depends upon your situation and your goals. Both LLCs and corporations provide the "protection" discussed in the previous question. However, each is taxed differently. For instance, an LLC is generally taxed as a partnership or sole proprietorship. Therefore, while an LLC does not have to worry about the "double taxation" that may be applicable to corporations, members of an LLC must pay self-employment tax. Further each of these entities, as well as other forms of business entities, have characteristics that may be advantageous or disadvantageous to you.

HOW IS THE FORMATION OF AN LLC DIFFERENT THAN A CORPORATION?

With a LLC, Articles of Organization are filed with the state rather than Articles of Incorporation. Also, instead of By-laws, LLCs generally utilize an operating or management agreement to set forth the details on how the organization is to be managed.

COMPARISON WITH OTHER FORMS OF BUSINESS ORGANIZATION

A review of the primary attributes of other forms of business organization is useful to understand the nature of LLCs:

Corporation: The shareholders have limited liability but the corporation is taxable at the entity-level. The shareholders must comply with corporate formalities such as annual meetings, minutes and resolutions, by-laws and elections of boards and officers. A corporation does not dissolve upon the dissociation of a shareholder.

Statutory Close Corporation: The shareholders have limited liability but the corporation is taxable at the entity level. The shareholders can dispense with corporate formalities and operate with only a shareholder agreement. The number of shareholders is limited usually to 35 and cannot make a public offering of its shares. The corporation does not dissolve upon the dissociation of a shareholder.

S Chapter Corporation: The shareholders have limited liability and the S election enables the corporation to be taxed in a manner similar to pass through entities. The number of shareholders is limited to 75 and all of them must be U.S. citizens or permanent residents. The S corporation can have only one class of shares. The corporation does not dissolve upon the dissociation of a shareholder.

General Partnership: The partners lack limited liability , (see, however limited liability partnerships). The partnership is taxed as a pass through entity. There are no entity formalities and the partners can operate with only a partnership agreement. The partnership dissolves upon the dissociation of a partner unless there are two or more remaining partners who agree to continue.

Limited Partnership: At least one partner must be a general partner who lacks limited liability, (see, however, limited liability limited partnerships Va.) The liability of the other partners is limited to the amount of their contributions to the partnership. It is taxed as a pass through entity. The partnership dissolves upon the dissociation of the general partner unless there are two or more remaining limited partners agree to continue with a new general partner.

Sole Proprietorship: The proprietor has no limited liability and is taxed as an individual. There are no prescribed formalities for organizing and maintaining a sole proprietorship.

ORGANIZING PRINCIPLES OF LLC STATUTES

LLC statutes are essentially enabling legislation as opposed to regulatory or administrative legislation. They contain mandatory provisions and default provisions. Mandatory provisions contain rules or requirements with which the members must comply in order for the LLC to be a legally created and operated business entity. Mandatory provisions almost always contain the connector "shall" or "must" in the language of the provision. Default provisions contain rules or requirements that will govern the conduct of the members or the affairs of the LLC if the members have not made an agreement with respect to matters covered by the default provisions. Default provisions usually contain the clause "unless otherwise agreed by the members" or "in the absence of agreement by the members". To avoid the legal effect of a default provision and to assure that the particular agreement by the members shall control on a particular issue, that agreement must be in writing and contained in either the articles of organization or the operating agreement. An oral agreement on a particular issue shall not be enforced and, regardless of the intent of members, the default provision on that issue will govern.

The LLC statutes are designed to afford the members as much flexibility and discretion as possible in governing the LLC and managing the business of the LLC. To this end, the Act minimizes the number of mandatory provisions and maximizes the number the default provisions. The substantive legal concepts embodied in both the mandatory and default provisions of LLC statutes are drawn from the laws governing general partnerships, limited partnerships and corporations.

MAINTENANCE OF LLC RECORDS

Each LLC is required to create and maintain certain basic information and records at is principal office. Each member has the right, upon reasonable request, to inspect the information and copy any records. The required information and records include the names and identifying information of each member, copies of the articles of organization as they may be amended and the certificate of organization as it may be amended, copies of all local, state and federal tax returns and reports for the 3 most recent years and copies of any operating agreement. If not contained in the operating agreement, the LLC must maintain a description in writing of the contribution of each member, the times, if any, at which additional contributions must be made, any right of a member to receive or of the LLC to make a return of contribution and any event the occurrence of which will cause the LLC to dissolve and the winding up of the business of the LLC. The failure of the LLC to create and maintain the required information and records wil