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Limited Liability Company – An Introduction

By: Mira Williams

As the name suggests, a limited liability company affords “limited liability” to the owners and the ’pass-through’ income tax benefits for the primary partners. By “limited liability”, it is implied that the partners or owners of the LLC do not have to share the complete responsibility for all the debts and other transactions of the company. Such setups are usually more beneficial for enterprises that have single proprietors and with a small scale transaction and turnover.

Following are the Common Elements of a Typical LLC-

LLC Members- Every limited liability company has to have a minimum of one member without which the company cannot exist. There could be more than one member and in this case they are the partners in the company, and hold certain stake as per their contribution to investments. The members can be real people or even legal entities (one or more) like corporations or other business entities.

Partner Interests- Every partner has a definite interest stake in the LLC and this is referred to as the “membership interest” of the particular partner. The tune of the membership interest is directly a function of the investment of that particular partner in the LLC.

Management of a LLC- A LLC is managed by its members. The degree and limitations of the management domains for members are predefined, in accordance with the volume of “membership interest”, and as per the operating agreement.
The Operating Agreement- This is essentially the constitution of the LLC that documents the agreed member principles. The operating agreement is approved and accepted by all the members as it allocates vesting of particular rights, liabilities, and other such functions to individual members. The operating agreement holds a very important place. It is the rule book, and if not crafted with due care and diligence, could possibly leave out exploitable loopholes.
Registration of LLC- A LLC cannot be said to exist and be legally valid as long as it unregistered. The registration process primarily involves acknowledgment of the LLC by an appropriate and competent government authority. The requisite procedure in this regard differs slightly in every state. However, it will essentially involve filing the Articles of Organization with the concerned government agency for authentication and validation. You can find more information about the formal registration procedure on the website of the Secretary of State for your region.
Perhaps, the most advantageous part of the LLC structure is its flexibility. Once you have your LLC in place duly registered, you can make changes as are necessary. The ubiquitous phrase “..unless otherwise stated”, is invariably found in all the LLC operating agreements and can be put to good use as per requirements.

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