LLCs

Limited Liability Company

Do I need a corporation or LLC for my business?

Congratulations! You just asked the best question (which is why it's also at the top of the FAQs). You know (or at least should know) your business best, and so that also means you know what liabilities you may face. Make a list. Call up your insurance broker (you have one, right?) and talk through what’s covered and then what isn’t. Are there things out of your control, such as employees? Those are some things to consider. You can read my post on this or watch the video on this topic. It’s very important that you not waste time and money on something you may not need.

By | June 15th, 2015|0 Comments

What’s an LLC?

An LLC, or limited liability company, is a type of entity that protects its owners and mangers from liability, unless they personally do bad things. Like a corporation, an LLC happens when its Articles of Organization are filed with the state authority. In California, this is an online form. Keep in mind, there are other filings, and then ongoing responsibilities of those managers and members to continue shielding them from liability. And if there’s more than one Member, having a written operating agreement is highly advised. There may also be tax advantages to filing as an LLC.

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What’s the difference between an LLC and a corporation?

Call me! Seriously, the differences are numerous; here are a couple to get you started: LLCs have a more flexible tax structure, have fewer housekeeping requirements, but aren’t ideal for larger companies, especially those seeking outside investors. Corporations are, well, just read that last sentence but the opposite.

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Should I incorporate in Nevada?

You could. But you’d want a good reason to. For example, if you live there and are planning on running your business from there, makes sense. If you’re running your business in California, then incorporating in Nevada may be due to more nefarious reasons. Some attorneys like to organize their clients in Nevada because reaching an LLC’s assets through its members in Nevada is not permitted. Still, if your business is based in California, you’ll still need to register the corporation or LLC in California (too) and pay taxes in California.

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Should I incorporate in Delaware?

You’ve read a lot about that, I’m sure. There can be reasons to form there. Here are two that come up a lot: One, your business is going to have big deal investors who like being in Delaware, sometimes for reason number . . . Two: Delaware law is corporate-centric, efficient, and can provide better protections for the corporation’s officers and directors. But like filing anywhere else, if the principal place of business is in another state, you’ll need to register your corporation (or LLC) in that state as well as a “foreign” corporation/LLC.

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Should I form my LLC or corporation in a state other than where I live?

If you’re not thinking about Delaware, then maybe. Sometimes you’re going to have to. If, for example, you’re forming an LLC for investment real estate, with a few exceptions, that state will require you to form your LLC in the state where the property is. There may be other reasons to be in another state, but those come up rarely.

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When does a corporation become a corporation? An LLC?

I wish the answer to this were more existential, and thus more interesting. Alas, it’s as simple as this: when you duly file Articles of Incorporation, also know as charter documents, with the state official authorized to recognize and process such filings. In California, it’s the Secretary of State. In Delaware, it’s the Division of Corporations. Same for LLCs, except it tends to be called Articles of Organization.

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Why should I form a corporation/LLC for my business?

Corporations provide liability protection for its owners, as well as its officers and directors, with some exceptions. So, there’s that. Insurance covers some things, not all things. And sometimes a corporation won’t help you . . . for example, if you’re a lawyer and you commit malpractice. That’s on you, individually – corporation or not. Tax may also drive a reason to incorporate or organize an LLC.

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What are Articles of Organization?

Like Articles of Incorporation, this is the document used for bringing your LLC into existence. It’s filed with the state’s authority for, well, filing such documents. In California, this is the Secretary of State. In Delaware, it’s the Division of Corporations.

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Will a corporation or LLC protect me from liability?

That’s supposed to be the point of them, so I’m going to say . . . yes! However, you can become personally liable for your own negligence (or intentional bad acts). You may also become personally liable of the person suing you can prove that you didn’t follow corporate formalities, like holding meetings, maintaining minutes, or keeping enough working capital in the business’s accounts.

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