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Robert Portillo
Robert Portillo

Drafting Limited Liability Co LL


Corporations, limited liability companies, and limited partnerships in Georgia are formed by filing with the Corporations Division. Some foreign (out-of-state) entities which do business in Georgia also must file with the Corporations Division.




Drafting Limited Liability Co LL



Most limited liability company operating agreements contain provisions that address transfers of interests by the LLC members.[1] In the absence of specific provisions in an operating agreement, statutory defaults will apply. In privately held companies, transfers are often severely restricted by governing law, and sometimes prohibited altogether. LLC statutes commonly permit transfers of economic interests (i.e., the right to receive allocations and distributions), but not governance rights (e.g., voting, access to information). The bifurcation of LLC interests between economic rights and governance rights can, over time, tend to concentrate management authority in the person(s) who still possess governance rights, even though the person(s) represent only a minority of the economic interests in the LLC at present.


A limited liability company (LLC) is a business entity which combines elements of partnership and corporate structures, and may be formed in Ohio for a profit or nonprofit purpose. An LLC protects the members of the LLC from individual legal liability. It is formed by filing paperwork with the Ohio Secretary of State's Office. This introductory page provides the law of LLCs in Ohio. Please refer to the Setting up an LLC page of this guide, for links to forms for setting up an LLC and to the Taxation of LLCs page of this for information on how LLC are taxed.


For a variety of reasons, several of which are discussed below, it has become increasingly common for LLCs to choose to be taxed as subchapter S corporations. This article will explore some of the possible rationales for choosing the S corporation tax regime. Following that discussion is a brief recap of the rules applicable to subchapter S corporations and the mechanics of the subchapter S election. After contrasting some of the relative advantages and disadvantages of being taxed as an S corporation, the article concludes with practice points and drafting guidance for the organization, governance, and operation of a limited liability company that has elected to be taxed as an S corporation.


The eligibility requirements for subchapter S status apply at both the entity and shareholder levels. At the entity level, the entity must be one that: (i) is formed within the United States; and (ii) does not have more than a single class of stock. At the shareholder level, the entity may have no more than 100 shareholders (a husband and wife are treated as a single shareholder), all of whom (with limited exception) must: (i) be individuals; and (ii) not be a nonresident alien. Certain estates and trusts, employee stock ownership plans, and other tax-exempt entities may also be eligible shareholders of an S corporation.


If subchapter S is the best alternative, care in drafting and, equally important, care in execution by the entity will help ensure realization of the tax benefits that were sought at the planning stage.


One major benefit of an LLC is the limited liability of its members. The operating agreement is where this liability is formally written, making it a crucial document. Without the formality of an operating agreement, the government may instead decide that your business is a sole proprietorship or a partnership when taxing your business. Protect your personal liability and personal assets by ensuring that limited liability status is explicitly in writing.


Some information to consider when drafting these guidelines includes outlining the roles and responsibilities of new members, their capital contributions, and what they may receive for joining the LLC. (If you do not plan to admit new members, such as being a single-member LLC, please make note of this decision.)


An LLC operating agreement is a crucial document that solidifies the structure of your limited liability company and its purpose. It keeps its owners safe. This document enables members to successfully run a business now and into the future.


A Limited liability company (LLC) is a business structure that offers limited liability protection and pass-through taxation. As with corporations, the LLC legally exists as a separate entity from its owners. Therefore, owners cannot typically be held personally responsible for the business debts and liabilities.


While one could certainly replace the original sentence with the revised sentence, they do not really serve identical purposes. Assuming the sentence is from the operating agreement of a limited liability company, the original sentence is a declaration of the status of the LLC as a manager-managed LLC rather than a member-managed LLC. That serves a different purpose than the language obligating the members to appoint a manager. In the revised sentence, the status of the LLC as a manager-managed company is merely implied, not declared outright. My LLC operating agreements contain both provisions, and I do not think they are redundant. The declaration that the company is manager-managed as different from the obligation to appoint a manager. Moreover, the two provisions appear in different parts of the contract. The declaration that the company is manager-managed appears very early. The procedures for appointing the manager appear considerably later.


Expansion of the LLC may require significant financial investment with a large debt load. To limit the risk to individual members, they may set a dollar amount for acceptable levels of liability. Any liability over that amount would require the consent of all members.


No. You can hire employees or contractors as a sole proprietorship, although you may expose yourself to greater risk. A limited liability company (LLC) or a corporation protects your personal assets by creating a structure for your business separate from your personal finances.


Self-employed business owners who want to reduce their personal liability for business-related debts and legal problems, but don't want the more complex structure of a corporation, have an alternative: the Limited Liability Company or LLC. This type of business structure has been around for over 40 years, and is now permitted in all 50 states.


As an owner (or "member") of a Limited Liability Company, typically you're only partially on the hook for unpaid debts or court judgments against your business: Your losses are generally limited to your investment in the company.


With an LLC, however, you can often hold on to that flexibility: You can have an unlimited number of members, or just one. A member can be an individual, a partnership, a corporation, or even another LLC. Members can run the LLC themselves or hire an outside manager.


With NEW TurboTax Live Full Service Business, we enable the small business owner to be paired with a dedicated tax expert specializing in small business taxes to handle Partnerships (1065), S-corp (1120-S), and multi-member LLCs. Get matched with a dedicated small business tax expert, enjoy unlimited year-round advice and answers at no extra cost, and be confident that our small business tax experts will help you find every tax deduction and credit your business deserves. Backed by our 100% Accurate, Expert Approved guarantee.


A registered agent is a person who is an agent for service of process on the limited liability company, who is appointed by the limited liability company, and whose address is the registered office of the limited liability company. All states other than Pennsylvania, New York, and Connecticut require that registered agents be residents of their state and that they use an in-state registered address.


A registered office is the office maintained by the limited liability company in a state at which any process, notice, or demand required or permitted by law may be served upon the registered agent of the limited liability company. P.O. Boxes are not permitted except for very limited circumstances in Alaska, Hawaii, Indiana, Louisiana, Maine, Minnesota, Missouri, Nevada, New Hampshire, North Dakota, Tennessee, Utah, Virginia, Washington, and Wisconsin.


In a Member-Managed LLC, each Member may have the authority to bind the LLC, while in a Manager-Managed LLC, that authority is limited to the Managers or a designated officer (if the LLC has elected to appoint officers).


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