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Dear Jay,
In the United States, LLC stands for "limited liability company." It has
been mistakenly referred to by some as a "limited liability corporation",
but that is a misnomer. An LLC is NOT a corporation; rather it is an
unincorporated association. An LLC is organized--not incorporated--at the
state level by filing articles of organization with the appropriate state
agency.
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There is no such thing as an LLCompany or LLCorporation in the United
States. An LLC is simply a limited liability company, i.e., a legal entity
organized at the state level that generally provides liability protection
for its owners against the debts and obligations of the company. The nature
and degree of such limited liability protection are dependent on the
statutes governing limited liability companies in the state of organization.
Taxation of an LLC is a separate matter altogether.
An LLC is a pass-through entity for tax purposes, thus sayeth the IRS.
Specifically, a single-member LLC is a "disregarded entity" for tax purposes
and is taxed as a sole proprietorship by default. A single-member LLC that
accepts the default tax classification is NOT an entity that is taxed
separately by the IRS. The business profit or loss of a single-member LLC is
reported on Schedule C which is attached the owner's 1040 individual income
tax return. Hence, the pass-through taxation.
A multi-member LLC is taxed as a partnership by default. Multi-member
LLCs therefore file 1065 partnership returns. Ultimately, the profit or loss
of such a multi-member LLC passes through to its owners (partners) in
proportion to their percentage of ownership interest in the LLC. Again,
pass-through taxation.
An LLC that does not wish to accept the default tax classification may
elect to be taxed as 1) a corporation, by filing IRS Form 8832, or 2) an S
corporation, by filing IRS Form 2553. Whether or not an S corp election
needs to be made at the state level depends entirely on the state. Not all
states have an equivalent S corp election form; some states simply accept
the LLC's S corp tax status based on the IRS's approval of the election made
on Form 2553.
An S corp, although it also provides pass-through taxation,
can present a separate set of tax implications that is different from that
of an LLC (including but not limited to differences related to capital
gains, employment taxes, home office expense deductibility, and health
insurance deductibility for certain owners). This not to say that one
pass-through entity is better than the other overall; every situation is
different and requires thoughtful consideration when selecting a business
entity.
An LLC is not an LLP. Even a multi-member LLC (or "partnership LLC", for
lack of a better term) is not an LLP. LLP stands for limited liability
partnership, a completely different type of business structure. The nature
and degree of limited liability protection afforded by an LLP are dependent
on the statutes governing LLPs in the state of registration. Some states
bestow a degree of liability protection that is similar to that of an LLC,
while others do not. In some states, for example, a partner in an LLP may be
shielded from or indemnified against the liability resulting from the
improper actions of another partner only (but not necessarily against the
contractual liability of the LLP overall).
It would appear that the reader would benefit greatly from a consultation
with a qualified CPA or attorney (or both) for assistance in gaining an
understanding of the characteristics of the various business structures and
associated tax implications. Such a consultation is particularly
encouraged--strongly encouraged--if the reader is attempting to advise
clients of his own on these matters. In addition to the various IRS
publications, recommended reading would include Nolo.com's discussion of the
various business entities at
http://www.nolo.com/article.cfm/objectID/2C1A52D5-9364-4F92-AD191B56DF9D4CE6
Chrissie
About the PowerHomeBiz.com Guide:
Chrissie
Mould has over a decade of experience in business administration and
startup business consulting. As a startup business consultant, she helped
launch companies in the IT, consulting and telecommunications industries.
Prior to that, she held senior management positions at several public and
private companies, overseeing corporate administration and governance
issues. She is an incorporation specialist and CEO of New Ventures, LLC. The
company provides low-cost incorporation services to entrepreneurs and small
businesses. Visit www.MyNewVenture.com
to incorporate or form an LLC.
The opinions expressed in this column are those of the
author, not of PowerHomeBiz.com. Users should not treat the Guide's response as
legal, accounting, or professional advice as all answers are intended to be
general in nature. Such advice can only be properly given by qualified
professionals who are fully aware of a user's specific geographical areas or
circumstances, such as an attorney or accountant.
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