Limited liability company

This article is about a U.S.-specific business entity form. For limited liability companies in the United Kingdom, see Limited company. For a general discussion of entities with limited liability, see Corporation.

A limited liability company (LLC), also known as a company with limited liability (WLL), is a flexible form of business enterprise that blends elements of partnership and corporate structures. It is a legal form of business company that provides limited liability to its owners in the vast majority of United States jurisdictions. Often incorrectly called a "limited liability corporation" (instead of company), it is a hybrid business entity having certain characteristics of both a corporation and a partnership or sole proprietorship (depending on how many owners there are). An LLC, although a business entity, is a type of unincorporated association and is not a corporation. The primary characteristic an LLC shares with a corporation is limited liability, and the primary characteristic it shares with a partnership is the availability of pass-through income taxation. It is often more flexible than a corporation and it is well-suited for companies with a single owner.

It is important to understand that limited liability does not imply that owners are always fully protected from personal liabilities. Courts can and will pierce the corporate veil of corporations (or LLCs) when some type of fraud or misrepresentation is involved, or when the owner uses the company as an "alter ego."

Flexibility and default rules

The phrase "unless otherwise provided for in the operating agreement" (or its equivalent) is found throughout all existing LLC statutes and is responsible for the flexibility the members of the LLC have in deciding how their LLC will be governed (provided it does not go outside legal bounds). State statutes typically provide automatic or "default" rules for how an LLC will be governed unless the Operating Agreement provides otherwise.

Similarly, the phrase "unless otherwise provided for in the bylaws" is also found in all corporation law statutes but often refers only to a narrower range of matters.

Income taxation

For U.S. Federal income tax purposes, LLCs are treated by default as a pass-through entity. If there is only one member in the company, it is treated as a "disregarded entity" for tax purposes, and the owner reports the LLC's income on his or her own tax return on Schedule C. For LLCs with multiple members, the LLC is treated as a partnership and must file the IRS Form 1065. Individual partners would receive a K-1 for their share of income or losses to be reported on that owner's tax return.

As an option, LLCs may also elect to be taxed like a corporation by filing IRS Form 8832. They can be treated as a regular C corporation (taxation of the entity's income prior to any dividends or distributions to the members and then taxation of the dividends or distributions once received as income by the members), or an LLC can elect to be treated as an S-corporation. Some commentators have recommended an LLC taxed as an S-corporation as the best possible small business structure. It combines the simplicity and flexibility of an LLC with the tax benefits of an S-corporation (self-employment tax savings).

Advantages

• Check-the-box taxation. An LLC can elect to be taxed as a sole proprietor, partnership, S corporation or C corporation (as long as they would otherwise qualify for such tax treatment), providing for a great deal of flexibility.
• Limited liability, meaning that the owners of the LLC, called "members," are protected from some or all liability for acts and debts of the LLC depending on state shield laws.
• Much less administrative paperwork and record keeping than a corporation.
• Pass-through taxation (i.e., no double taxation), unless the LLC elects to be taxed as a C corporation.
• Using default tax classification, profits are taxed personally at the member level, not at the LLC level.
• LLCs in most states are treated as entities separate from their members, whereas in other jurisdictions case law has developed deciding LLCs are not considered to have separate legal standing from their members (see recent D.C. decisions).
• LLCs in some states can be set up with just one natural person involved.
• Membership interests of LLCs can be assigned, and the economic benefits of those interests can be separated and assigned, providing the assignee with the economic benefits of distributions of profits/losses (like a partnership), without transferring the title to the membership interest (see, for example, the Virginia and Delaware LLC Acts).
• Unless the LLC has chosen to be taxed as a corporation, income of the LLC generally retains its character, for instance as capital gains or as foreign sourced income, in the hands of the members.
• Less risky to be "stolen" by fire-sale acquisitions. (More protection against hungry investors)
• Employees operate as a team (more cooperation, trust, optimism, motivation)
• Owns its own Intellectual Property

Disadvantages

• Although there is no statutory requirement for an operating agreement in most states, members of a multiple member LLC who operate without one may run into problems. Unlike state laws regarding stock corporations, which are very well developed and provide for a variety of governance and protective provisions for the corporation and its shareholders, most states do not dictate the governance and protective provisions for the members of a limited liability company. Thus, in the absence of such statutory provisions, the members of an LLC can only establish governance and protective provisions pursuant to contract, in the form of an operating agreement.
• Some governments do not allow an LLC to engage in certain businesses, such as banking or insurance, or offer services which require a license.
• A corporation has stock, which makes selling one's interest in the corporation much more straightforward than with an LLC.
• It may be more difficult to raise financial capital for an LLC as investors may be more comfortable investing funds in the better-understood corporate form with a view toward an eventual IPO. One possible solution may be to form a new corporation and merge into it, dissolving the LLC and converting into a corporation.
• Many states, including Alabama, California, Kentucky, New York, Pennsylvania, Tennessee, and Texas, levy a franchise tax or capital values tax on LLCs. (Beginning in 2007, Texas has replaced its franchise tax with a "margin tax".) In essence, this franchise or business privilege tax is the "fee" the LLC pays the state for the benefit of limited liability. The franchise tax can be an amount based on revenue, an amount based on profits, or an amount based on the number of owners or the amount of capital employed in the state, or some combination of those factors, or simply a flat fee, as in Delaware. Effective in Texas for 2007 the franchise tax is replaced with the Texas Business Margin Tax. This is paid as: tax payable = revenues minus some expenses with an apportionment factor. In most states, however, the fee is nominal and only a handful charge a tax comparable to the tax imposed on corporations.
• The District of Columbia considers LLCs to be taxable entities, thus eliminating the benefit of flow-through taxes by subjecting members to double taxation.
• Renewal fees may also be higher. Maryland, for example, charges a stock or nonstock corporation $120 for the initial charter, and $100 for an LLC. The fee for filing the annual report the following year is $300 for stock corporations and LLC, and zero for non-stock corporations. In addition, certain states, such as New York, impose a publication requirement upon formation of the LLC which requires that the members of the LLC publish a notice in newspapers in the geographic region that the LLC will be located that it is being formed. For LLC's located in major metropolitan areas (i.e. New York City), the cost of publication can be significant.
• Some creditors will require members of up-and-starting LLCs to personally guarantee the LLC's loans, thus making the members personally liable for the debt of the LLC.
• The management structure of an LLC may be unfamiliar to many. Unlike corporations, they are not required to have a board of directors or officers.
• Taxing jurisdictions outside the US are likely to treat a US LLC as a corporation, regardless of its treatment for US tax purposes, for example if a US LLC does business outside the US or a resident of a foreign jurisdiction is a member of a US LLC.
• The principals of LLCs use many different titles—e.g., member, manager, managing member, managing director, chief executive officer, president, and partner. As such, it can be difficult to determine who actually has the authority to enter into a contract on the LLC's behalf.

Variations

• A Professional Limited Liability Company (PLLC, P.L.L.C., or P.L.) is a limited liability company organized for the purpose of providing professional services. Usually, professions where the state requires a license to provide services, such as a doctor, chiropractor, lawyer, accountant, architect, or engineer, require the formation of a PLLC. However, some states, such as California, do not permit LLCs to engage in the practice of a licensed profession. Exact requirements of PLLCs vary from state to state. Typically, a PLLC's members must all be professionals practicing the same profession. In addition, the limitation of personal liability of members does not extend to professional malpractice claims.
• A Series LLC is a special form of a Limited liability company that allows a single LLC to segregate its assets into separate series. For example, a series LLC that purchases separate pieces of real estate may put each in a separate series so if the lender forecloses on one piece of property, the others are not affected.

History by country

Argentina

The Argentine Legislation contemplates the LLCs as Sociedad de Responsabilidad Limitada (SRL) (Limited Liability Association). It comes under the Law #19,550 on Commercial Associations, published in the Official Bulletin #22,409 dated April 25, 1972.

Belgium

In Belgium, there are several forms of corporation which provide limited liability. The Besloten Vennootschap met Beperkte Aansprakelijkheid (BVBA) in Dutch, or Société privée à responsabilité limitée (SPRL) in French, is the smallest, with minimum required startup capital of EUR 18,500, and is mostly used by smaller business owners to protect themselves in case of bankruptcy. Profits are not taxed personally at the member level but always at the BVBA level.

Bosnia and Herzegovina

Bosnian and Herzegovinian legislation, similarly to that in Croatia, contemplates LLCs as društvo s ograničenom odgovornošću (d.o.o.). Companies using this structure append the abbreviation d.o.o. to their company name.

Brazil

The corporate structure in Brazilian law most similar to the United States LLC is the Sociedade Limitada ("Ltda."), under the new Brazilian Civil Code of 2002. The "sociedade limitada" is the new name of the "sociedade por quotas de responsabilidade limitada", and it can be organized as "empresária" or "simples", under this new code, roughly corresponding to the form types of "commercial" [commercial] and "civil" [non commercial] of the former and now extinct Commercial Code.

Bulgaria

Bulgarian legislation contemplates LLCs as Дружество с ограничена отговорност (Partnership with limited liability). Companies working under this structure appaned the abbreviation ООД to their name. In case of an LLC with individual owner it is contemplated as Еднолично дружество с ограничена отговорност (One-man partnership with limited liability) and abbreviated as ЕООД.

Chile

Chilean legislation contemplates LLCs as Sociedad Comercial de Responsabilidad Limitada (Limited Liability Commercial Association). Companies working under this structure append the abbreviation Ltda. to their name. Therefore, a company which in the United States is called SomeCompany LLC would be called SomeCompany Ltda. in Chile. However, in the case of an LLC with one individual owner, the equivalent in Chile would be an Empresa Individual de Responsabilidad Limitada which uses the EIRL abbreviation.

Colombia

Colombian legislation contemplates a very similar structure as mentioned above in the Chilean case. The Ltda. abbreviation is also used in Colombia. However, in the case of an LLC with one individual owner, the equivalent in Colombia would be an Empresa Unipersonal which uses the EU abbreviation.

Croatia

Croatian legislation contemplates LLCs as društvo s ograničenom odgovornošću. Companies working under this structure append the abbreviation d.o.o. to their name.

Czech Republic

Czech legislation contemplates LLCs as společnost s ručením omezeným (s.r.o. or spol. s r.o.). An s.r.o. is not technically comparable to an LLC because the profits are still subject to double taxation. Czech law does not offer a possibility to start up a limited company without the possibility of avoiding double taxation. The minimum start-up capital for an s.r.o. is CZK 200,000 (approximately USD 9,900).

Denmark

The Danish form of the LLC is the anpartsselskab (see ApS). The minimum capital is required by law to be at least DKK 125,000 [from 1 March 2010 DKK 80,000 (approximately US$ 16,000)].

Egypt

In Egypt, before 1954, there were restrictions hampering companies taking the form of Joint Stock Company and benefiting from the advantages. Most importantly, restrictions involving identifying the responsibility of each partner owned shares of the capital. Therefore; the Egyptian legislature has introduced - Act No. 26 of 1954 - a kind of companies called limited liability companies, and these companies have been exempted from the restrictions more shareholding companies, while retaining the fundamental advantage, and is to be responsible partners is limited to the amount of shares owned Of the company. And the limited liability companies in accordance with the law 26 of 1954, flanked by two constraints are essential: the first - that may not be less capital thousand pounds and is divided capital shares equal to the value of each of not less than twenty pounds. And the second - that may not increase the number of partners on the fiftieth partner, and at least two, the couple was among the partners must be of at least three partners.

And has been the abolition of Law No. 26 of 1954 under the Act 159 of 1981 which rose to list the minimum operational capital limited liability company of thousand pounds to fifty thousand pounds, then returned to the thousand pounds in the recent amendment, and law 159 For the year 1981 is no longer required that the minimum partners in the limited liability company of three partners in the case of couples.

Estonia

In Estonia, a limited liability company is referred to as osaühing (OÜ). The type of entity is also required to be identified in the name. The minimum required starting capital for a limited company in Estonia is currently 40,000 EEK (~2556 EUR).

Finland

Although not an exact equivalent, the Finnish version of the LLC is the Oy (osakeyhtiö) or in Swedish Ab (aktiebolag). An Oy is taxed as a corporation. The minimum capital required by law is EUR 2,500.

France

S.A.R.L. or Société à Responsabilité Limitée is close to German GmbH. It was in law since 1925. See also the full article : Société à responsabilité limitée

Germany

Because of its hybrid characteristics it is very difficult to determine the German equivalent. On one hand it is possible to consider it as a kind of Gesellschaft mit beschränkter Haftung (GmbH) because it has aspects of a corporation; on the other hand it could be considered as a kind of Kommanditgesellschaft (KG), which is the German equivalent of a limited partnership. Based on the literal translation of the word "company" an LLC should be considered as a kind of KG without any liable partner. For the purpose of taxation the Bundesfinanzministerium (German Federal Ministry of Finance) gives detailed guidelines of the circumstances under which a LLC is to be considered as a "corporation" or as a "limited partnership"; see: Steuerliche Einordnung der nach dem Recht der Bundesstaaten der USA gegründeten Limited Liability Company.

Hungary

Hungarian legislation contemplates LLCs as Korlátolt felelősségű társaság. Companies working under this structure append the abbreviation Kft. to their name. Hungarian LLCs were previously required to have a 3million HUF (Hungarian Forint) (approx. 16k USD) starting capital. This amount has been recently reduced and currently (in 2009) the minimum starting capital is 500k HUF (approx. 2.7k USD). The time of formation by the new electronic formation option has been reduced from 2 weeks to 2 hours, additional cost of formation is around 100k HUF (approx. 540 USD). Kft.s can be formed by the cooperation of lawyers. The Hungarian Kft. is the most common form of doing business in Hungary. As being part of the European Union (EU), Hungarian Kft.s can now obtain an EU VAT registration number for doing business across the EU. The Hungarian EU-VAT reg.number starts with "HU". This way the existence of the subject company, VAT issues and the cross-check is available on the common EU website for companies.

Iceland

According to the Icelandic legislation there are two types of LLC forms, private and public held limited liability forms. Private LLC is abbreviated "Ehf." with the minimum capital of 500.000 Icelandic krónas (kr.). Public LLC is abbreviated "Hf." with minimum capital of 2.000.000 kr.

India

In India LLCs are known as Limited Liability Partnership (LLP)in India.There is no minimum capital.

In India Companies are governed and registered under the Companies Act, 1956. New enactment Limited Liability Partnership Act, 2008 is passed for taking care of smaller firms. Under the CA1956, every state has one office of Registrar of Companies under this act. The group of people as prescribed by the act sign together the document Memorandum & Articles of Association and submit to the registrar along with the fees. The Registrar after checking the documents, registers the Company and allocates the Corporate ID number. Since 2007, the registration is done online and payment of fees is accepted online. Institute of Company Secretaries of India, a statutory body appointed under this act, registers charter member for rendering the services under this act, to the corporate. Then Company can apply for PAN card (registration under Income Tax Act, 1961), bank account, apply for issue of shares (for public Companies), of apply for loan to the banks and FIs.

The Company must include Limited (for public Companies) or Private Limited (for Private Companies). The Companies registered under section 25 of this act are non-profit Companies.

Italy

The Italian Civil Code, approved in 1942 and as amended by the Government Act 6/2003, provides for three forms of limited liability company:

• Società per azioni (SpA). The minimum required starting capital for an SpA is EUR 120,000.
• Società a responsabilità limitata (Srl). The minimum required starting capital for an Srl is EUR 10,000.
• Società in accomandita per azioni (Sapa). The minimum required starting capital for an Sapa is EUR 120,000. Sapas have a mixed liability scheme, where standard partners have limited liability while managing partners have full liability.

Companies append the corresponding abbreviation to their company names.

Japan

Japan passed legislation in 2006 creating a new type of business organization, godo kaisha, a close variant of the American LLC.

Latvia

In Latvia, a limited liability company is referred to as Sabiedrība ar Ierobežotu Atbildību. Abbreviation SIA is usually added before the company name

Lithuania

In Lithuania, a limited liability company is referred to as uždaroji akcinė bendrovė. Abbreviation UAB is usually added before the company name. The minimum required starting capital is currently 10,000 LTL (approximately 3000 EUR). The sum can be immediately invested.

Mexico

Mexican legislation contemplates LLCs as Sociedades de Responsabilidad Limitada, also known for their abbreviation "S. de R.L.". S. de R.L.'s award limited liability to its members up to their contribution in the company (i.e. contribution of capital) and also act as pass-through or flow-through entities whereby profits are "passed-through" to its members, avoiding double taxation. This type of company is widely used by foreign investors in Mexico because of its "pass-through" modality and its "check the box" capability under the IRC (Internal Revenue Code of the U.S.).

Moldova

Moldovan legislation contemplates LLCs as Societate cu Răspundere Limitată, abbreviated "S.R.L.", and are regulated member(s)-founder(s), and other non-founder members, minimum one member-founder and maximum total of 50 members, at least one of them must be the founder of the company, but all of the 50 could be also founders.

Pakistan

In Pakistan LLCs are known as private companies that end with Pvt. Ltd.. They should have at least Rs. 100,000 as their minimum paid up capital.

Poland

In Poland, a limited liability company is referred to as Spółka z ograniczoną odpowiedzialnością (abbreviated as Sp. z o.o.).

The minimum start capital is 5,000 PLN (since 2009; until then, 50,000 PLN).

Romania

This type of entity exists in this country since 1990 (abbreviated in Romanian, it is "SRL"). The owner is liable only with a value equal with the company's start capital, and because of that each SRL must clearly indicate this amount in the business relations, so that the other party knows how much money cover there is. The minimum start capital is less than $100 US.

Russia

In Russia and certain other former Soviet countries, an entity with a somewhat similar structure is known as Общество с ограниченной ответственностью (lit., 'Society with Limited Liability'), usually abbreviated OOO, or in some CIS countries as OcOO.

Although a Russian limited liability company shares the same name with a USA LLC, it is different in many ways. Most importantly, Russian LLC is not tax transparent: the company is taxed at the corporate level, and then, upon distribution of dividends, shareholders pay income tax (personal or corporate).

A limited liability company is the most popular form of legal undertaking in Russia for simple shareholding structures.

Serbia

Serbian legislation contemplates LLCs as društvo sa ograničenom odgovornošću. Companies working under this structure append the abbreviation d.o.o. or DOO to their name same as in Croatia.

Slovakia

In Slovakia, the law contemplates spoločnosť s ručením obmedzeným (abbr. spol. s r. o.) or as the rough equivalent of a limited liability company. One to 50 associates can found it through a founding agreement with minimum capital of 5000€, minimum 750€ per person, in money or other property.

Slovenia

Slovenian legislation contemplates LLCs as družba z omejeno odgovornostjo. Companies working under this structure append the abbreviation d.o.o. to their name. The minimum required starting capital for a d.o.o. is 7.500 EUR. Due to high cost and complicated bookkeeping of a real Corporation, this is a more widespread form.

Spain

In Spain, LLCs are called "Sociedad de responsabilidad limitada", that is, Company of limited responsibility, usually abbreviated S.L. They are tax subject, and company shares cannot be sold in a public market, the transference of them having to be done compulsorily in the presence of a civil law notary, in the same way other major properties have to be sold. Nonetheless, the responsibility of the partners is limited to the capital share they hold, and the minimum capital required by law for a S.L. is at least 3000 euro.

Sweden

Sweden has no equivalent of an LLC. The closest is the Swedish AB (aktiebolag), though a Swedish AB is a tax subject and is more similar to a US C Corporation than an LLC. The minimum capital required by law for an AB is at least SEK 50,000.

Switzerland

The Swiss Code of Obligations provides for different kinds of companies with limited liability, the two most commonly used are:

Swiss Limited Liability Company: The terms for this kind of company used in the three official languages of the Swiss Confederation are as follows: In German Gesellschaft mit beschränkter Haftung (abbreviation: GmbH), in French Société à responsabilité limitée (abbreviation: S.à r.l. or SARL) and in Italian Società a Garanzia Limitata (abbreviation: SaGL). A Swiss LLC is similar to a LLC with respect to various matters, including the following: Members may also be natural persons, corporations, partnerships or other LLCs, the liability of a member of a Swiss LLC to pay for the LLC's obligations is limited to its capital contribution, a Swiss LLC may be either member-managed or manager-managed, and, unless otherwise provided for in the operating agreement, the members’ right to control or manage a Swiss LLC is proportionate to their individual membership interest. The membership interests in a Swiss LLC have to be registered and, thus, they may only be issued in the name of a member but not to the bearer.

Swiss Corporation (in English common law context usually translated as company limited by shares): The terms for this kind of company used in the three official languages of the Swiss Confederation are as follows: In German Aktiengesellschaft (abbreviation: AG), in French Société Anonyme (abbreviation: SA) and in Italian Società Anonima (abbreviation: SA). A Swiss corporation is with respect to various matters different to a LLC (including a Swiss LLC): Most important is that a Swiss corporation may, neither by default nor by exercising any respective option provided by the Swiss law, be member-managed like a LLC, as the respective mandatory provisions of Swiss law provide that the board of directors has certain non-transferable duties. Furthermore, the shares of a Swiss corporation may also be issued to the bearer (bearer shares) and, thus, not only in the name of a holder (registered shares), which, however, applies to the membership interests in a Swiss LLC, which may only be registered.

United Kingdom

The new form of limited liability partnership (LLP), created in 2000, is similar to a US LLC in being tax neutral: member partners are taxed at the partner level, but the LLP itself pays no tax. It is treated as a body corporate for all other purposes including VAT. Otherwise, all companies, including limited companies and US LLCs, are treated as bodies corporate subject to United Kingdom corporation tax if the profits of the entity belong to the entity and not to its members.

Ukraine

This type of entity exists in this country since 1990-es. In Ukrainian it spells "Товариство з обмеженою відповідальністю" (abbreviated - TОВ, TзОВ), in transliteration "Tovarystvo z Obmezhenoyu Vidpovidalnistyu," that is, "Company of limited liability."

U.A.E.

This type of entity exists in the U.A.E. states as a widely accepted way to do business and is referred as L.L.C..

Turkey

In Turkey, LLC or LTD for (Limited Şirketi.) is seldom preferred except for home businesses. Instead, generality of the companies prefer Corporation (A.Ş.), most of the time, when forming their legal entity.

See also

• Gesellschaft mit beschränkter Haftung (GmbH), a German form of the LLC
• Besloten Vennootschap (BV), a Dutch private limited company
• Limited liability
• LLP
• Series LLC
• Types of business entity
• Uniform Limited Liability Company Act
• Good standing

External Links

• How to Form a Limited Liability Company (LLC) in the USA- a wikiHow article on forming an LLC in the U.S.