Limited Liability Companies For Dummies
For Dummies (Verlag)
978-1-119-60218-7 (ISBN)
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Limited Liability Companies For Dummies, 3rd Edition offers a clear, concise guide that explains the pros and cons of LLCs, and shares insider tips on everything from choosing your members and your company name to creating and filing your Articles of Organization and managing day-to-day operations. You'll find the most current, real-world advice on customizing an LLC for your specific business needs, creating a great operating agreement, keeping accurate records, and new information on federal regulations and fees that are applicable to LLCs, as well as a link to online tools, forms, and documents
Most of the previous drawbacks to forming an LLC have all but disappeared with the IRS having loosened restrictions and individual states following suit. Because LLCs are now more flexible, they remain an attractive option for those launching a new business or reorganizing an existing business. This book shows how to form and tap into the power of an LLC:
Keep up on the latest information on federal taxes, regulations, and fees
Discover the advances in technology, including online tools that streamline the processes
Get up-to-the minute documents and forms on new filing requirements
Learn how to set-up a real estate LLC or an LLC among family members
This hands-on guide addresses everything you need to know about LLCs, and will help you organize, launch, and run your business as a limited liability company just like the experts do!
P.S. If you think this book seems familiar, you�re probably right. The Dummies team updated the cover and design to give the book a fresh feel, but the content is the same as the previous release of Limited Liability Companies For Dummies (9781118852989). The book you see here shouldn�t be considered a new or updated product. But if you�re in the mood to learn something new, check out some of our other books. We�re always writing about new topics!
Jennifer Reuting founded InCorp Services, a corporate structuring firm specializing in LLCs, in 2001. It is currently the fourth largest national registered agent service provider in the country, with thousands of clients nationwide and offices throughout the U.S.
Introduction 1
About This Book 1
Foolish Assumptions 2
Icons Used in This Book 3
Beyond the Book 4
Where to Go from Here 4
Part 1: The ABCs of LLCs 7
Chapter 1: What is an LLC, Really? 9
Understanding How LLCs Work 10
Owners: You gotta have ’em 11
Contributions: Where the money comes from 12
Allocations and distributions: Getting what you’re due 13
Management: Some folks are just better at it 14
Creating Your Own LLC: Your First Step Toward Success 15
Educating yourself 16
Divvying up the ownership 16
Deciding who manages 17
Choosing your registered agent 18
Bringing your LLC into existence 19
Operating Your LLC 19
Creating your operating agreement 20
Keeping books and records 20
Paying taxes 21
Chapter 2: LLCs: More Handy Than Duct Tape! 23
Understanding Why LLCs are Awesome 24
Protecting your personal assets 24
Taking charge of charging order protection 26
Enjoying the flexibility of management and ownership rules 28
Choosing your own tax status 30
Distributing profits at your whim 31
Taking a Look at a Few Wrinkles 32
Membership can be a bit tricky 32
Rules governing LLCs vary among states 33
Discovering the LLC’s Many Variations 34
The professional LLC 34
The series LLC 38
The family LLC 42
The low-profit LLC 42
The single-member LLC 44
Chapter 3: Determining Whether an LLC is Right for You 45
Knowing Your Options: Other Business Structures 46
Going it alone: Sole proprietorships 46
Adding a partner: General partnerships 49
Throwing in a little legal protection: Limited partnerships 50
Meeting the black sheep of the partnership family: LLPs and LLLPs 51
Separating yourself from your business: Corporations 52
Easing the tax burden: S corporations 55
Getting Personal: Using an LLC to Achieve Your Goals 56
Running a small business 57
Raising capital for your business 61
Maximizing real estate investments 63
Planning your estate 65
Protecting your personal assets 67
Part 2: Your First Steps: Forming Your LLC 69
Chapter 4: Playing — and Winning — the Name Game 71
Establishing the Best Name for Your LLC 71
Considering naming guidelines 72
Letting the ideas fly 73
Following naming law 74
Determining the Availability of a Name 75
Checking names in your state 75
Getting the name you want with a DBA 76
Conducting a trademark search 77
Going global 78
Protecting Your Name 78
Registering your domain 79
Reserving your name 79
Getting a trademark for your name 80
Completing Your Identity with a Logo 84
Changing Your Name 85
Chapter 5: Choosing the Best State for Your LLC 87
Your State or Not Your State, That is the Question 88
Considering another state for your LLC 88
Forming your LLC in your home state 89
Looking for LLCs out of state 91
Exploring Tax and Privacy Havens 91
Nevada: Clinging to its heyday 92
Wyoming: The birthplace of LLCs 92
South Dakota: Getting serious 93
Delaware: The heavy hitter with the chancery court 93
Working with a State-Required Registered Agent 94
Why you need a registered agent 94
What your agent should do for you 95
How to find an agent 97
Chapter 6: Creating and Filing Your Articles of Organization 99
Making a Few Big Decisions 100
Choosing the initial members 101
Deciding how you want your company to be managed 102
Preparing Your Articles 105
Meeting your state’s requirements 106
Putting it all together 110
Choosing who signs 110
Filing Your Articles 111
Dotting your i’s and crossing your t’s 112
Sending it off 112
Dealing with a rejected filing 114
Considering Formation Companies 115
Chapter 7: Converting Your Current Business into an LLC 117
Considering Conversion to an LLC 118
Navigating the Tax Minefield 119
Converting from a sole proprietorship 120
Converting from a general or limited partnership 121
Converting from a corporation 123
Executing the Conversion 125
If your state allows statutory conversions 126
If your state doesn’t allow statutory conversions 129
Tying Up Loose Ends After the Conversion 130
Getting around the contractual stuff 131
Transferring your assets 132
Dissolving your old entity 132
Part 3: Structuring Your LLC 135
Chapter 8: Tell Uncle Sam How It is! Choosing How You Want to Be Taxed 137
Getting to Know the Tax Types 138
Partnership taxation 138
Disregarded entity taxation 142
Corporation taxation 143
S corporation taxation 145
Notifying the IRS of Your Election 147
Applying for your tax identification number 147
Making the tax election: Filing Form 8832 148
Chapter 9: Make It Official! Getting Started on Your Operating Agreement 151
What is an Operating Agreement? 152
What the operating agreement governs 152
Why you need an operating agreement 154
Establishing Your Framework 156
Achieving A+ form and structure 156
Building your outline 157
Drafting Basic Provisions 158
Laying out organizational matters 159
Giving specifics on company records and reporting 161
Getting the boilerplate provisions out of the way 163
Addressing the other stuff 166
Chapter 10: Structuring Your Partnership 167
Understanding the Terminology: Members, Interests, and Certificates 168
Locating and Recruiting Key Partners 168
Finding the yin to your yang 169
Easy tiger! Don’t let excitement cloud your judgment 169
Getting the good ones on board 170
Issuing the Membership 171
Naming the initial members and their contributions 173
Understanding some complexities of member contributions 174
Determining profit and loss distributions 175
Establishing membership classes 178
Deciding on how the members decide 180
Making Folks Earn Their Share: Membership Vesting 182
Deciding on a fair vesting schedule 183
Understanding membership cliffs 183
Avoiding common tax pitfalls 184
Setting Up a Single-Member LLC 185
Keeping your SLLC’s liability protection 185
Creating an operating agreement for an SLLC 186
Setting Up Rules for Managers 187
Outlining the Basics 187
Electing the Managers 188
Delegation of Powers 189
Compensation 190
Chapter 11: Using Your LLC to Attract Investors 191
Structuring Your LLC to Attract Investors 192
Appeasing the SEC with an LLC 193
Seeing how the laws apply to you 194
Exploring securities registration exemptions 196
Flying through State Securities Laws (Blue Sky Laws) 200
Chapter 12: Doing the Membership Shuffle 203
Investigating Intricacies of LLC Membership Interests 204
Determining the value of the membership interest 204
Transferring membership 205
Using transfer restrictions to your advantage 206
Preparing Now for an Easy Transition Later 207
Parting on peaceful terms 208
Removing a member 208
Dealing with the death of a member 210
Creating individual buy-sell agreements 211
Executing the Transition 213
Making room for new members 213
Giving old and new members their fair share 214
Wrapping Up the Operating Agreement 215
Signing and Ratifying 215
Sharing the copies and storing the original 216
Amending the operating agreement 216
Part 4: Running Your Brand-New LLC 217
Chapter 13: Maintaining Your Records (And Your Sanity) 219
Filing Your Initial Report 220
Getting to know your state requirements 220
Keeping your company current 221
Paying to Play: Business Licenses 222
Acquiring state, city, and possibly county business licenses 222
Applying for a sales and use tax permit 223
Following special licensing requirements 224
Meeting Other Pertinent Requirements 228
Federal tax identification number 228
Workers’ compensation insurance 228
(Record) Keeping Your Liability Protection 228
Documenting your decisions with resolutions 230
Creating a company kit 231
Creating and maintaining a membership roll 232
Tracking tax filings and financial information 232
Chapter 14: Making Cents of Taxes 233
Reviewing the Tax Types 234
Disregarded entity taxation 234
Partnership taxation 234
Corporation taxation 234
S corporation taxation 235
Filing Your Federal Returns 235
Sucking it up with sole-proprietorship status 236
Ponying up with partnership taxation 236
Coughing up cash with corporation tax status 239
Shelling it out with S corporation tax status 240
Avoiding LLC Tax Traps 241
Transferring assets into your LLC 241
Dealing with phantom income 241
Minimizing self-employment taxes 243
Chapter 15: Expanding Your Empire: Going National! 245
Registering Your LLC in Multiple States 246
Defining “doing business” 246
Foreign-filing to do business in multiple states 248
Maintaining Your Multi-State LLC 250
Working with a formation company to track your filings 250
Submitting initial reports 251
Obtaining business licenses 251
Paying taxes 252
Withdrawing from a state 253
Changing your home state 253
Chapter 16: Dissolutions: Every Beginning Has an End 255
Getting Clear on the Context 256
It’s Melting! Examining the Reasons Your LLC May Dissolve 256
Voluntary dissolutions: Even the mighty fall 257
Administrative dissolution: The state giveth and the state taketh away 258
Judicial dissolutions: When the gavel strikes 258
Tax terminations: ’Cause the IRS says so 260
Fictional dissolution: A bureaucratic hassle 261
Considering the Future Before Calling It Quits 263
Keeping your LLC on life support 264
All in favor? Taking the vote 264
Planning for the future 265
Undergoing the Dissolution Process 266
Settling your debts: Paying creditors 267
Giving each his due: Paying members 269
Wrapping up the government affairs 270
Making it official: Filing the dissolution 271
Dealing with the tax consequences 272
Following the dissolution checklist 272
Part 5: LLCs On Steroids: Advanced Strategies 275
Chapter 17: Using LLCs to Cover Your Assets 277
Knowing the Dangers: What Can Happen without LLC Protection 278
Lawyers and creditors come calling 279
The IRS stakes a claim 280
Liens are lurking 280
Getting the Best Asset Protection with LLCs 281
Setting up a Fort Knox for your personal assets 282
Taking charge of charging order protection 283
Remembering that even charging order protection comes with rules 286
Exploring Strategies for Increased Security 288
Electing a nominee to protect yourself with privacy 289
Setting up multiple LLCs: The more, the merrier! 290
Following the dual-entity strategy 291
Protecting your family with the family LLC 292
Chapter 18: Protecting Real Estate with LLCs 295
Comparing LLCs to Other Possible Real Estate Entities 296
Holding real estate in corporations: The worst choice 297
Falling short with land trusts 298
Looking at LLC Property Logistics 301
Deciding which state to form in 301
Getting lenders to loan to an LLC 303
Transferring the title 304
Part 6: The Part of Tens 305
Chapter 19: Ten Good Reasons to Form an LLC 307
To Customize Your Small Business 308
To Protect Real Estate Assets 308
To Shield Intellectual Property 309
To Raise Seed Capital for Your Business 310
To Plan Your Estate 311
To Do a Short-Term Project 312
To Segregate Assets 312
To Minimize Your Tax Burden 313
To Change the Profit Distributions 314
To Protect Your Personal Assets 314
Chapter 20: Ten Ways to Keep Your Liability Protection Intact 317
File the LLC Properly 318
Find a Partner 318
Create an Operating Agreement 319
Capitalize the Company 320
File Your Annual Reports 321
Hold Member Meetings Regularly 321
Obtain Your Licenses and Permits 322
Avoid Commingling Funds and Assets 323
Sign Your Documents Correctly 324
Give Up Some Control 324
Glossary 325
Index 331
| Erscheinungsdatum | 03.08.2019 |
|---|---|
| Sprache | englisch |
| Maße | 185 x 231 mm |
| Gewicht | 476 g |
| Themenwelt | Wirtschaft ► Betriebswirtschaft / Management ► Planung / Organisation |
| Wirtschaft ► Betriebswirtschaft / Management ► Unternehmensführung / Management | |
| ISBN-10 | 1-119-60218-1 / 1119602181 |
| ISBN-13 | 978-1-119-60218-7 / 9781119602187 |
| Zustand | Neuware |
| Informationen gemäß Produktsicherheitsverordnung (GPSR) | |
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