Limited Liability Company Agreements


by Alison Cole - Date: 2007-01-24 - Word Count: 323 Share This!

A limited liability company, commonly called an LLC is a business organization that is a hybrid between partnership or sole proprietorship and corporation. Like owners of partnerships or sole proprietorships, LLC owners account for business profits or losses on their personal income tax returns and the LLC itself is not a separate taxable entity. Like in a corporation, in LLC, all owners are protected from personal liability in case of business debts and claims. This feature is known as "limited liability." This means that if the business owes money or faces a court case for any reason, only the assets of the business itself are at risk. Creditors usually cannot reach the personal assets of the LLC owners, such as a house or car. For these reasons, many say that LLC combines the best features of both the partnership and corporate business structures.

Forming a Limited Liability Company may not be as simple as a sole proprietorship, however, the process is less than a corporation. The main documents that are advisable to be drafted are Articles of Organization and the Operating Agreement. When planning to set up a limited liability company, articles of organization have to be filed with the Secretary of State and the required fee has to be paid. Articles may be prepared by a lawyer or filed by the individual or the group interested in starting a LLC. Although in many states it is not required to draft an operating agreement, it is advisable. Every LLC member's distributive share, that is share of profits and losses, is set out in the LLC operating agreement. The LLC Operating Agreement may range from 12 to 16 pages in length depending on its complexity, and contains information regarding the company's name and address, registered agent information, name and address of each LLC member, items contributed by each member, date of company dissolution, appointment of LLC officers, accounting method, and LLC management structure and operation.


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