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JudgmentBuy Article:

Is An LLC Best?

I am not a lawyer, I am a judgment broker. This article is my opinion, and not legal advice, based on my experience in California, and laws vary in each state. If you ever need any legal advice or a strategy to use, please contact a lawyer.

A Limited Liability Company (LLC) is a state-defined entity that can be thought of as being a hybrid business entity, having some features of both partnerships and corporations.

LLCs are popular primarily because they are more flexible, and are simpler to operate than type S or C corporations. Some think LLCs save taxes, however most often, they do not.

A LLC is similar to a partnership with limited liability for the partners. It is an entity in itself so if your judgment states that the LLC is the judgment debtor, then you have to look for assets owned by the LLC, not the partners. If the entity owns vehicles, bank accounts, equipment, intellectual assets, or other things of value, those can be levied against.

If you have a judgment against an LLC, another avenue to explore is to see if the LLC is really just an entity to protect the actions of the partners (Alter Ego). If so, you might explore how such people can be also named on the judgment (which is not easy but once you have done it, you will probably find others to go after because this is very common form of shenanigans)

In some ways, LLCs are similar to corporations. Both LLCs and corporations provide basic liability protection for owners and/or shareholders, and officers.

One way LLCs are different, is that LLCs have owners, and corporations have shareholders. A LLC can have several owners, called "members" or "partners", named members, for the rest of this article.

A LLC's partnership agreement defines the member relationships in the LLC, and includes an ownership agreement.

LLCs can have at least one managing member, and may also choose to appoint officers. LLCs usually have an operating agreement, that describes the LLC's function. LLC members can be any combination of individuals, corporations, and other LLCs.

Double taxation occurs when a company first pays tax on their profits; and then their officers, employees, and shareholders, get taxed again on their individual incomes.

Historically, one of the primary reasons that LLCs were chosen, was for their potential tax savings. LLCs avoid the potential double taxation problems that C-type corporations can have.

Double taxation is not really an important financial issue now, because the IRS has caught up, and removed most of the way taxes could be saved on both common and creative types of income.

Now, there seems to be no tax advantages or disadvantages to forming a LLC. No matter what corporate structure or partnership one picks, they must pay taxes. Tax payments may be split up in different ways, however one way or another, income is taxed.

Single-owner LLCs are taxed the same as sole proprietorships, and file the same 1040 tax return and Schedule C, as a sole proprietor. In bankruptcy, a single member LLC is considered property of the individual debtors BK estate. See: Ashley Albright, U.S. Bankruptcy Court for the District of Colorado 291 B.R. 538 (Bk.D.Co., 2003 - Decided April 4, 2003) and Modanlo, 412 B.R. 715 (Bk.D.Md., 2006)

Single-owner entities rarely get the same liability protection that larger companies get. Multiple-owner LLCs may potentially provide better liability protection than some corporations.

Multiple-owner LLCs are taxed the same as partnerships. Partners in a LLC file the same 1065 partnership tax return, as would be done with any conventional business partnership.

Owners of LLCs are considered to be self-employed, and must pay a self-employment tax of about 15%, on the total net income of the business. In C or S corporations, only the salary paid to employees is subject to employment tax. The IRS monitors salaries, and will define income as salary, if they think a company is not paying adequate salaries. Payroll taxation is expensive.

The actual advantages of LLCs over S or C corporations is that they are:

1) Much more flexible in ownership.
2) Simpler to operate.
3) Not subject to as many corporate formalities, or reporting requirements.
4) Owners of a LLC can distribute profits any way they want.

Usually, the state, county, and city, requires LLCs to pay them the same taxes, fees, and registration fees, as corporations must. Also, many states require LLCs to hire an accountant to prepare the LLC's tax returns.

LLCs no longer save you money. The best reason to choose to form a LLC, is the flexibility they offer.


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