Low-profit limited liability company
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A low-profit limited liability company (L3C) is a legal form of business entity in the United States that was created to bridge the gap between non-profit and for-profit investing by providing a structure that facilitates investments in socially beneficial, for-profit ventures by simplifying compliance with Internal Revenue Service rules for program-related investments, a type of investment that private foundations are allowed to make.
An L3C is a for-profit, social enterprise venture that has a stated goal of performing a socially beneficial purpose, not maximizing income. It is a hybrid structure that combines the legal and tax flexibility of a traditional LLC, the social benefits of a nonprofit organization, and the branding and market positioning advantages of a social enterprise. The L3C is obligated to be mission-driven so there is a clear order of priorities for its fiduciaries.
The L3C is designed to make it easier for socially oriented businesses to attract investments from foundations and additional money from private investors. Unlike the traditional LLC, the L3C's articles of organization are required by law to mirror the federal tax standards for program-related investing. A program-related investment (PRI) is one way in which foundations can satisfy their obligation under the Tax Reform Act of 1969 to distribute at least 5% of their assets every year for charitable purposes. While foundations usually meet this requirement through grants, investments in L3Cs and charities that qualify as PRIs can also fulfill the requirement while allowing the foundations to receive a return.
An L3C is established pursuant to the law of the state in which the entity is formed. To authorize the organization of an L3C, legislation must be passed that amends the state's general limited liability company law. Thus far, legislation has been passed in Illinois, Kansas, Louisiana, Maine, Michigan, North Carolina (authorizing legislation repealed in 2013), North Dakota, Puerto Rico, Rhode Island, Utah, Vermont, and Wyoming and the federal jurisdictions of the Crow Indian Nation of Montana and the Oglala Sioux Tribe. As of January 11, 2013, the Secretaries of State of the ten states and two Native American Nations that authorize them reported that 711 active L3Cs are in operation. HB 1299 was introduced on January 14, 2013 in North Dakota, which would authorize the organization of L3Cs. Legislation has been written for 26 additional states but has not yet been introduced.
In May, 2012, the IRS released proposed regulations that broaden the landscape of what constitutes an acceptable PRI by adding nine new examples of investments that would qualify, along with some general principles. An amendment to the Illinois L3C law that would allow for a more expansive description of the purposes for which L3Cs can be created, consistent with the proposed examples of PRIs set forth by the IRS in 2012, unanimously passed the Illinois Senate on April 17, 2013, and has been referred to the Illinois House Rules Committee. The expanded clause would make Illinois the first state to authorize L3Cs whose purposes may reflect the whole range of statutorily sanctioned PRIs to include religious, scientific, and literary organizations. Legislation is also pending at federal level that will simplify the process for receiving IRS approval that an investment qualifies as a PRI.
As of January 1, 2014, North Carolina no longer authorizes L3Cs; however, current L3Cs can continue to use the designation.
- Benefit corporation
- Social purpose corporation
- Community interest company (similar legal structure under United Kingdom law)
- Social entrepreneurship
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