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Limited Liability Company (LLC) is
a hybrid between a corporation and a limited partnership. Members are
afforded the limited liability of corporate shareholders and the pass
through tax advantages of a partnership without the restrictions imposed
on limited partnerships and Subchapter S corporations. Management and
ownership may be structured in any fashion as specified in the Operating
Agreement, thereby allowing for total flexibility in income
distribution.
Advantages of a Limited Liability Company
The entity may have any number of stockholders, unlike a sub S
corporation that is restricted to a maximum of 75 investors. In
addition, corporations, partnerships, certain kinds of trust, and
non-resident alien individuals are prohibited from being shareholders of
a sub S corporation. Limited Liability Companies are not subject to
these restrictions.
Limited Liability Companies do not required the appointment of a
generalpartner with unlimited liability as in a partnership structure.
The manager of a Limited Liability Company does not have to maintain a
percentage interest in the entity; therefore the personal assets of the
manager can be shielded from creditors seeking payment of a Limited
Liability Company debt. Limited Liability Company members also enjoy
limited liability for any debts of the company.
Limited Liability Companies can specifically allocate any distribution
ofincome, gain, deduction, or loss among its members. Whereas
corporations organized under Subchapter S of the Internal Revenue Code
are limited to distributing items on a prorata per share per day basis.
Whereas a general partner may not be removed by members of the Limited
Partnership, an LLC is not required to declare a general partner.
Managers designated by members of an LLC may be subject to removal if
desired.
Flexibility of the structuring of the LLC’s management and ownership can
be a great asset in planning for closely held and family owned
businesses.
The ability to chose the federal tax treatment of the LLC as either a
pass thru entity or corporation.
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