Limited Liability Company
How do I sign contracts for my LLC?
Typically an LLC enters into its contracts by and through its authorized representatives. For an LLC, that’s going to be its Manager, or one of its Managers if it has more than one. However, if the LLC has chosen to walk and talk like a corporation, it’s going to be the LLC’s CEO, President, Vice [...]
I want to add my boyfriend to my single-member LLC. Is that complicated?
Well, if I was your mother, I’d say yes, that’s very complicated, and please just pay him for services rendered. But, as your lawyer, adding him is not that complicated. However, the result is that you’ve now turned what was essentially a sole proprietorship into a partnership, requiring tax returns, fiduciary duties, and ideally, a written partnership agreement for when you want to show your boyfriend the door.
Can I name my corporation anything?
Nope. There are some pretty strict rules on what you get to name your corporation. Most of those rules can be found in a document regularly updated by the Secretary of State (in California) -- click here to take a look. For example, a corporation need not have "Inc." at the end of its name, but an LLC needs to have "LLC", or "limited liability company", after its name. And here's a new one, even on me: The word "Holding" or "Holdings" is considered to be a "dropped" word in a corporate name, i.e., it's ignored for purposes of figuring out if your name matches one already taken. For example, Herzog Wonderful Legal, Inc. is the same as Herzog Wonderful Legal Holding, Inc.
I want to convert my LLC into a corporation. Can I? How? Vice versa?
Depending on what state your company is located in, this could be as simple as filing a single form with that state’s governing agency. In some states, this may be more complicated, but there’s always a way. Keep in mind, by converting the entity, you will likely have to get it a new Tax ID Number, since it’s now a different entity. If there’s a partnership agreement, or certain rights with respect to voting or capital return, be careful about property transferring all of that over. Consult with tax and legal counsel.
What is a Statement of Information (an SOI)?
California, and many other states, require an annual or biannual report filing detailing the names and addresses of the directors and officers (or managers in the case of an LLC). It’s part of the social contract entities have with the public – liability protection in return for transparency. Not filing can lead eventually to suspension of the corporate or LLC charter, thereby exposing the entity’s owners to personal liability. In California, the first one is due within 90 days of filing the Articles of Incorporation or Articles of Organization.
What’s the bare minimum I need to operate as an LLC?
The answer to this is similar to the answer for the same question for corporations. However, with LLCs, unless the members require it in their operating agreement, there’s no requirement for meetings and consents, unless the written consents are required by a third party, like a bank. This is the reason some folks try to use LLCs instead of corporations.
What’s the difference between a member in an LLC and a shareholder in a corporation?
I’m proud of you for asking such a clever question. Makes me wish the answer was just as thoughtful. Alas, it’s not: there’s no difference. A shareholder in a corporation, and a member in an LLC, are both nomenclature for defining owner. In fact, LLCs are flexible enough such that they can be structured to look like corporations, so their owners may also end up being “shareholders”. All that said, members in LLCs and shareholders in corporations are governed by different statutes, so their respective rights may differ.
I want to discontinue my LLC in California. How do I do that?
Terminating an LLC in California is a pretty simple affair. I wouldn’t blame you if this is the one thing you choose to DIY, since you can do it online. There are legal issues, though, in terminating an LLC or any entity. For example, you need to make sure that the LLC’s debts are paid [...]
Is it ok for me to use the same entity for both businesses? It feels more efficient to put my new business into the same corporation as my other business. The businesses are similar to each other, and I can’t afford the overhead of a new entity.
Though I appreciate your need to be thrifty when it comes to starting a new business, this sort of money-saving approach is inadvisable. Occasionally a company will have a “division” or some other kind of structure that makes sense by way of keeping all things under one umbrella. For example, a hardware store may open [...]
What’s a limited partnership (LP)? When should I use one?
Limited partnerships (LP) have been the go-to entity for certain kinds of industries for years. The most prevalent use has been in real estate, where the ownership is usually made up of one person who manages the operations and the cash flow, and the rest of the partners are silent partners, or “limited partners”. Why [...]
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