Deciding on the business structure of your entrepreneurial pursuit is another important decision. Here are some options. They are best considered by comparing and contrasting the 1) liability protection (as it relates to protection of personal assets and entity requirements) and 2) Taxation (as it relates to profit taxation and profit distribution.
About an LLC
- is a flow-through entity (FTE), ie its income "flows through" it (or distributed) to investors or owners. From a taxation perspective, this means that such income is treated as the income of the investors or owners. In this regard, it is like a sole proprietorship or partnership. Beware however because some places like the District of Columbia does not recognize LLCs as FTEs, thereby subjecting members to double taxation. Typically, LLCs will respond by choosing to be taxed as a partnership to avoid double taxation.
- Income Taxes Process:
- For a single-member owner, the owner reports the LLC's net income or loss on Schedule C of his or her personal individual tax return. Details of filing taxes as a single-member LLC.
- For multiple owners, the owners act as they would in a partnership, ie they report income and loss on IRS Form 1065. (Like partnerships, each member also get a Form K-1 that reports his or her distributive share of the LLC's income or loss as a basis for reporting on that member's individual income tax return)
- Tax Benefit: LLCs incur lower taxes because, unlike corporations, they are not subject to double taxation
- Offers limited liability to owners (at least in theory). Note the importance of having an operating agreement that helps in clarifying this matter, especially in jurisdictions were default rules offer weak protection. To enforce this, you must keep your finances separate from those of the LLC.
- combines limited liability of a corporation and FTE of a sole proprietorship without being either
- does need to comply with hefty list of corporate regulations (like reporting IF the owner keeps all records separate)
- does not need to have a board of directors
- is practiced in many countries (including the US, UK and UAE) with country-specific variations
- Although not always required, may involve an operating agreement. The operating agreement governs members' financial and managerial rights, powers, allocated tax responsibilities, distributions of profit, entitlements and duties. Without one, a default state rules apply. Essentially, it is comparable with a corporation's by-laws or a partnership agreement. It is even noteworthy for single-member LLCs where it is a declaration of the chosen structure and can sometimes be used to prove in court that the LLC structure is separate from the individual owner. It is therefore necessary for owners to have documentation to prove that (s)he is indeed separate from the entity.
- If you are neither a citizen nor alien resident of the US, you will need a 'registered agent' which is a legal contact for your company.
--
--
Advantages
- Flexibility regarding choice of tax regime. An LLC can elect to be taxed as a sole proprietor, partnership, S corporation or C corporation
It is worth considering an S-LLC. An S-LLC is a modification of the LLC. Specifically, it allows the LLC to pay taxes like a S corp, as it relates to not paying 100% on all self-employment tax.
- Unlike an S corporation, an LLC can allocate its members' share of income, gain, loss, deduction, or credit in virtually any way, even other than the ownership percentage of each member
- Limited liability from some or all liability for acts and debts of the LLC, depending on state shield laws. See above, there are exceptions. When compared with S corporations, it is easier for the average small LLC owner to maintain limited liability simply because they do not run the risk of eroding liability by not fulfilling all of the corporate requirements. For clarification, most small S corporation owners fail to meet all of the hefty requirements and, by so doing, erode the limited liability benefit of having a corporation.
- Unlike an S corporation, an LLC may have an unlimited number of members and there are no restrictions regarding the citizenship of the members.
- Much less administrative paperwork and record keeping than a corporation.
- If it elected to be taxed as a flow through entity (and not as a C corporation), there is no double taxation
- For real estate companies, each separate property can be owned by its own, individual LLC, thereby shielding not only the owners, but their other properties from cross-liability.
Disadvantages
- Owners can encounter difficulties if they do not have an operating agreement with the 'Governance and Protective Provisions'. For instance, state rules may become the default. However, state rules are not as well developed as corporations and can there there offer limited protection for owners.
- Several jurisdictions levy a fee called 'franchise tax' (aka 'capital values tax', '(business) margin tax' or 'minimum tax fee') on LLCs as a means of charging multi-member LLCs for the privilege of limited liability. Relative to taxes, it is 'low'. For instance, in California, it is USD 800 yearly. This franchise tax applies for multi-member LLCs.
- Owners pay taxes on 100% non-passive income, (ie versus only on their chosen salary from an S corporation)
- Several fees may apply
- Renewal fees generally apply
- In some states, there may be publication requirements upon formation. Members of the LLC publish a notice in newspapers in the geographic region that the LLC will be located that it is being formed. This cost is sometimes significant as in major metropolitan areas.
- Taxing jurisdictions outside the US are likely to treat a US LLC as a corporation, regardless of its treatment for US tax purposes—for example a US LLC doing business outside the US or as a resident of a foreign jurisdiction. This is very likely where the country (such as Canada) does not recognize LLCs as an authorized form of business entity in that country.
- The principals of LLCs use many different titles—e.g., member, manager, managing member, managing director, chief executive officer, president, and partner. As such, it can be difficult to determine who actually has the authority to enter into a contract on the LLC's behalf. A possible workaround is to rank the authority of members.
- It may be more difficult to raise financial capital than for a corporate form with strict rules regarding the flow of funds.
-- --
RELATED ARTICLES
No comments:
Post a Comment
Note: Only a member of this blog may post a comment.