are a popular choice of business form for both tax and nontax reasons.
You see those puzzling initials everywhere: LLC
If attorneys or accountants are not familiar with LLCs
, they will not recommend them.
Arguments that limited partnerships possess adequate characteristics and counter the need for LLCs
are not sound.
make excellent vehicles for raising capital from outside and particularly from institutional investors seeking to improve their return through equity participation.
Because New York was one of the last states to permit the LLCs
- California and Pennsylvania being two noteworthy holdouts - some accounting firms are already familiar with this kind of operation.
The big exception is for multimember LLCs
that are "small partnerships." An LLC
is a "small partnership" if it has 100 or fewer members and if all of its members are either individuals, the estates of deceased individuals, C corporations or S corporations.
Synopsis: A limited liability company (LLC
) is a hybrid legal entity having certain characteristics of both a corporation and a partnership or sole proprietorship (depending on how many owners there are).
are not commonly used because it is unclear whether the series liability shield will be respected in a nonseries state.
In other words, the members of multi-member LLCs
can avoid SET/Medicare taxes on their LLC
income only if, for starters, their LLC
is "manager-managed"--i.e., if, under their operating agreement, the only members who can sign LLC
contracts are members specifically authorized to do so.
Without the Series LLC
structure, the current preferred method for segregating liabilities is the formation of multiple single-member LLCs
owned by a parent LLC
or multiple LLCs
under common ownership.