Frequently Asked Questions about a Limited Liability Company (LLC) in Delaware
Frequently Asked Questions about a Limited Liability Company (LLC) in Delaware
The way to get started is to quit talking and start doing.
- Walt Disney
An LLC (Limited Liability Company) is not a corporation, but it does provide liability protection to its members. It is a business structure regulated by state statutes. The forms and fees required to set up and maintain an LLC differ in each state.
Why Should I form an LLC?
An LLC can protect the assets of its members by limiting the liability for acts and debts of the business. An LLC also provides pass-through taxation, meaning that taxes are only paid on the personal tax forms of the owners, there is no corporate or company tax to be paid. Members pay taxes individually on their portion of the LLC profits. Compared to a corporation, an LLC is less costly and complicated to set up and maintain.
How does an LLC protect my assets?
An LLC can provide three important protections: First, members of an LLC are covered by state shield laws that limit their liability exposure. Second, the charging order often holds creditor limitations to each member's share of distribution. This means that if a member of an LLC becomes a debtor, the creditor does not get the assets of the LLC or even the debtor/member's LLC interest outright. A creditor is in fact prohibited by law from levying on the interests of an LLC, as a creditor is traditionally allowed do to the shares of a corporation. Instead, the creditor can only get a lien against the debtor/member's LLC interest. Finally, creditors are limited to each member's share of distribution and creditors cannot go after the LLC's assets to settle a member-debtor's obligation. This would protect non-debtor-members from financial loss.
What are the legal documents needed for an LLC?
A document called "Articles of Organization" should be filed with the appropriate state agency in order to start an LLC. Another document needed is the operating agreement showing the rules of the company and the rights of its members. You will also need a tax identification number issued by the IRS.
How does an LLC compare to a C or S Corporation?
"Double taxation" is experienced by the C corporations when profits and shareholder dividends are both taxed by the IRS. Pass-through through taxation is done for the S Corporation which may limit the numbers and nationality of the shareholders. With an LLC, this difficulty is not experienced. Record keeping requirements are not that taxing compared with other business structures.
What is a Series LLC?
A Series LLC refers to an LLC with different sets of interest or ownership. This is an uncommon type of structure but it can provide liability insulated divisions in a single company rather than forming multiple LLCs.
Can stock be issued by an LLC?
Being non-incorporated, an LLC cannot issue stock. It is not in any way a corporation but tax rules of a corporation can be applied to an LLC if elected -- but they only cover tax treatment. An LLC can, however, raise additional investment money by inviting more partners to join it.
How do I maintain my LLC?
Joining an LLC means you have to maintain your company's status by paying the required state taxes, maintaining good financial records, and paying any required annual franchise fees levied by the state.
How much does it cost to set up an LLC?
Paperwork fees and service fees are the only costs to set up an LLC.
How are LLC profits taxed?
An LLC is not taxed on its profits because it has the benefit of pass through taxation. All profits are pass-through proportionally to its members. The members will, in turn, be responsible to state their income on their tax returns and pay the needed taxes. An LLC is flexible enough to choose how to be taxed as long as proper forms are filed with the IRS.
Does an LLC need an EIN?
If an LLC with one or more members elects to be treated as a corporation or
Partnership for tax purposes, an Employer Identification Number (EIN) is needed. If a single-member LLC chooses to be taxed as a sole proprietorship an EIN is not needed, because the IRS will treat it as "disregarded entity."
What tax forms do I use when filing LLC taxes?
Sole proprietorship forms are used by a single-member LLC; partnership forms are used by multi-member LLCs. But, if the business chooses to be taxed as a C corporation it will file Form 8832; if it chooses to be taxed as an S corporation Form 2553.
Does an LLC use a 1099 Form?
The IRS uses a variety of 1099 forms. A form 1099-DIV will be used by an LLC for the payments made to each of its members. Any partner who receives $600 or more annually from the LLC will also use the 1099-DIV when filing their individual income tax returns.