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Dear Jessie:
The principal business address is typically the address of one's office
or place of business. Since yours is a startup cleaning business, I will
assume by your question that your work will take place at client sites and
that you will not have a traditional business office (at least, not now).
(article continued below ...)
This implies that you will essentially have a home-based business, as it
will be from your homes that you will be conducting business (e.g. making
sales calls, scheduling appointments, bookkeeping, etc.). The question then
becomes: Which partner's home address will you use for the principal
business office?
If the company records will be primarily kept at your partner's home, it
makes sense to use your partner's address. On the other hand, if most of the
behind-the-scenes work will be conducted from your home, or if you will be
the point of contact for important legal, tax, banking and other
correspondence, then you might use your own home address.
Limited liability companies (LLCs) and limited liability partnerships (LLPs)
are two types of business entities that provide limited liability protection
to their owners. The nature and extent of the liability protection, however,
depends on the laws of the state in which the entity is formed. The owners
of an LLC are generally not liable for the debts, obligations and
liabilities of the LLC. In some states, the liability protection afforded by
an LLP is on par with that of an LLC. In other states, however, the LLP
pales in comparison to the LLC, because the LLP might only shield the
partners from the liabilities resulting from another partner's wrongful act,
ommission, negligence, etc.
In Maine, the Uniform Partnership Act addresses the nature of a partner's
liability in an LLP. §295-A-2 of the Uniform Partnership Act states, in
part, that "a partner [in an LLP] is not liable . . . for debts, obligations
and liabilities . . . arising from omissions, negligence, wrongful acts,
misconduct or malpractice committed by another partner, employee, agent or
representative of the partnership in the course of the partnership business
while the partnership is a registered limited liability partnership."
By contrast, §645 of Title 31, Chapter 13 ("Limited Liability Companies")
states in part that "the debts, obligations and liabilities of a limited
liability company . . . are solely the debts, obligations and liabilities of
the limited liability company. A member or manager of a limited liability
company is not obligated personally for any such debt, obligation or
liability of the limited liability company solely by reason of being a
member or acting as a manager of a limited liability company."
For purposes of this article, the sections of the statutes governing LLPs
and LLCs referenced above have been substantially abridged; I recommend that
you consult an attorney for a legal opinion based on a review of the
complete, relevant statutes and for guidance in selecting an appropriate
business structure.
LLCs are formed by filing articles of organization with the Secretary of
State. LLPs are formed by filing a Certificate of Limited Liability
Partnership with the Secretary of State.
Best of luck to you on your cleaning business. I hope you...well, clean
up!
Chrissie Mould
About the PowerHomeBiz.com Guide:
Chrissie
Mould Chrissie Mould has over a decade of experience in business
administration and startup business consulting. She has helped launch
companies in multiple industries and has managed corporate administration
and governance for public and private companies. She is an incorporation
specialist with MyNewVenture.com LLC. The company provides low-cost
incorporation services to entrepreneurs and small businesses. Visit
www.MyNewVenture.com to form
a corporation or 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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