Limited Liability Company (LLC): Easily Form Your Own LLC

1. Course Introduction: so you're ready to start a business. You have a wonderful vision for unique. Can you service or special product? Congratulations. Hi. And welcome to my course Limited liability company is the form your own? My name is Sam Malachi, and I'm a business lawyer. I have extensive experience forming Elsie's from my clients. I decided to share my detailed procedures. I take on creating Elsie's for my clients so more people can save money and Foreman Elsie under own as a business owner, you face many decisions when it comes to starting, running and growing your business. This course is an easy and actionable guideline to help you form your own limited liability company on your own. Everything you need to know is in this course, so you don't have anything to worry about. A limited liability company, or LoC, is a separate and distinct business legal entity. This means that NLC can get a tax identification number, open a bank account and do business all under its own name. One of the primary advantages of an L C. Is that it's owners called members have a limited liability, meaning that under most circumstances there are not personally liable for the debts and liabilities of the LoC. For example, if an L C is forced into bankruptcy, then the members will not be usually be required to pay the LLC's debts with their own money. If the assets of the L C are not enough to pay the debts and liabilities, the creditors generally cannot look to the owners for payment. Their debt was with the L. C. Not the people that owned L C LLC's aren't bound by the same inflexible rules of corporations. But this doesn't stop them from being just as useful. It doesn't matter if you're one of mine business or if you have hundreds of employees and Elsie keeps protecting you while along for expansion and growth with an L C. There is no requirement for special meetings, extensive corporate records or many other formalities. Limited liability companies are even flexible when it comes to taxes, offering lots of options so you can create a tax plan that works for. You will further discuss this in a lecture. This simplicity, protection and ease of use have made forming an L C. A popular choice for small businesses, and ally Mrs is in America again I appreciate you and rolling in this course I want to make myself available to you. Anytime you have any question about anything in this course, feel free to contact me or poster question on the course discussion board, and I'll be happy to answer and guide you in the right direction. But that's it, Let's get started. 2. How to Make the Most of this Course!: I want to provide a preliminary course of action you should take with this course. First, you should skin through the lecture, look over the titles and lecture descriptions to help you for. Memorize yourself with the course before you begin. Skimming. Allows you to look over the general and main ideas with this course and will significantly increase your protective ity once you know exactly what you're expecting. Second, watch the whole course and take notes as needed and know your time is valuable. So I didn't Philip this course with the useless jargon. You'll only get the necessary information you need. Everything I provided in this course is necessary in helping you form your L C third post. Any questions you may have on the course discussion board, Take your notes and review it. If you have any questions, feel free to post it on the course Secession Board. I answer every discussion question that it's posted around there on a daily basis and lastly, take action. But the end of this course you'll be well equipped, unknowing Hajto, form your loc. So take what you've learned in this course and put into action. Keep learning, keep asking questions and take action. You got this 3. What is a Limited Company LLC?: slowly becoming more as a standard for small businesses and limited liability company, or commonly called on L C for Short is a business structure that combines the liability protection of a corporation with the tax treatment of a partnership. And L. C is United States. Newest business structure is the most popular form of business. The owners of an NLC are referred to as members from now on will be referring to the owners of an L. C. As members. Depending on the state, the members can consist of a single person, two or more people, corporations or even other Elsie's. There's two aspects of Anel see their significant. That you need to know about one is it's limited library aspect, and the other is how it's taxed. As the name indicates, all LSC members are protected from personal liability for business debts and claims a feature known as limited liability. This means that if the business itself can't pay a creditor, such as a supplier, lender or landlord, the creditor cannot come after in Elsie's members house, car or other personal possessions. Because only LLC assets are used to pay off business, that's L C members only lose the money that they have invested in the L C. However, while L C members enjoy unlimited personal library for many of their business transactions , this isn't complete protection. An LLC member can be held personally liable if he or she personally and directly injure someone personally guarantees a bank loan or if he or she intentionally does something fraudulent, illegal or reckless. That causes harm to someone where cheats that will see as an extension of his or her personal business rather than as a separate legal entity. This last exception is the most important because of the members of the LLC. Don't treat the L. C. As a separate business. A court may find that the LSE doesn't really exist and confined that its members are really doing business as individuals who are personally liable for the acts. To keep this from happening, you have to keep your Elsie and personal business separate. Make sure your Elsie is adequately funded and act fairly and legally to numbers, represent your finances to a renders or creditors. So if you're doing everything for early and legally, you have nothing to worry about. Also, a limited library company has special tax treatment, like owners of partnerships or sole proprietorships. LSE owners report business profits or losses under personal income tax returns. The LSE itself is not a separate taxable entity, so I can never repeat this. LLC owners report business profits or losses under personal income tax returns, and the LSC itself is not taxed. So in other words, unlike a corporation and Elsie isn't considered separate from its owners for tax purposes. Instead, it is what the Iris calls the past through entity. We'll talk more about this later in the lecture. In other words, in the eyes of the government, Elsie is not a separate tax NC, so the business itself is not taxed. Instead, all federal income taxes are passed on to the Ellis's members on our paid through their personal income tax. So each Ellison member has to make Corley estimated tax payments to the iris. For these reasons, many people say that L C combines the best features of a partnership and the corporate business structures. Now that we know what a limited library company is, let's look at the specific advantages 4. Advantages of a Limited Liability Company LLC: simply put, a limited liability company is the least complex business structure, unlike a corporation, and Elsie's structure is flexible. He also gives you the perk of passed through taxes, limited liability legal protection for your personal assets, plus the added benefits of looking more legit than other businesses, which are not LLC's or corporations. There are several specific adventures toe a limited library company, but here are a few that stand out. First, there's limited liability. Forming an LLC helps protect your personal assets from liability for business debts on obligations. This means that if the business itself can't pay a creditor, such as a supplier or lender or landlord, the creditor cannot legally come after an Elsie's members house, car or other personal possessions. Because only entity assets are used to pay off business debts, the owners stand to lose only the money that they've invested in the entity. Also, incorporating your business helps to protect you personally. If a business partner or employee is accused of wrongdoing, however, keep in mind the limit. A lot of really means limited library, which means that the members are not necessarily shielded from wrongful acts, including those of your employees second, you get passed through taxes, which means you can essentially minimize how much taxes you pay. And L. C is typically a pass through tax and see, which means that the profits and losses of the business passed through to its owners report them on their personal tax returns, just as they would if they owned a partnership or sold property ownership. Third, there's less recordkeeping, and Elsie's operational ease is one of its greatest advantages compared, sir, corporation. There is less registration paperwork does not require as much a no paperwork or formalities as corporations, and there are smaller start up costs. For further discuss what the costs are forming an LCR. You'll soon find out that it's much cheaper than forming a corporation. Also, there's no residence requirement. Members of an L C do not need to be U. S citizens or permanent residents, and, lastly, Elsie's enjoy enhance credibility. Partners, suppliers and lenders may look more favorably on your business when you formed an L C. For example, if you're in an online drop, shipping business wholesalers are constantly from bombarded by people with great business plans. Who asked him a lot of questions take up a lot of time and then never order anything. So if we're launching a new business, be sure to have a limited liability company already set up, so that when you call and want to start working with the whole cellar, you will look more credible as a limited liability company. Not every recovered, all the advantages of an LLC. Let's look at the drawbacks. 5. Disadvantages of a Limited Liability Company LLC: while a limited liability company offers money and French is, there are also some disadvantages. Some of these drawbacks to selecting an L C over entity type are the following. First of all, for tax purposes, members oven Elsie are considered self employed and have to pay the self employment tax towards Medicare and Social Security. By contrast, earnings of An S corporation, after paying a reasonable salary to the shareholders working in the business can be passed through as distributions up profits and are not subject to self employment taxes. However, an L C can choose whether it is treated as a partnership or a corporation when filing federal tax returns. If the partnership option is chosen and the LSC cells or exchanges 50% or more of its profits or capital in a one year period, then the LSE automatically dissolves for tax purposes. We'll talk more about this later in the lecture. Under how are name celebrity companies taxed. Second members of an L C are given the same limited library protection against the actions of the company as the owners of a corporation. This means the members personal assets do not cover the debts or lawsuits brought against the company, which is a good thing. However, members of an L C are not protected from liability if they commit certain actions, including committing fraud, personally, guaranteeing to pay a debt or negligently supervising the actions of an employee that causes harm to someone else. Third, Rowling Papers to establish NLC costs more than other business types such a sole proprietorship and partnership, and L C may also have to pay annual fees and make periodic filings with the state as well will cover the costs there later in the lecture. Fourth, there is limited growth potential. This means that, unlike corporations, you can't issue shares of stock to attract investors. Onley corporations can do that, and lastly, some LLC's have a limited life in many states. When a member leaves an L C, the LSE stops to exist and the members have to fulfill all the remaining legal and business obligations to close the business. The remaining members can decide if they want to start a new business jealousy or part ways . However, keep in mind that you can add some paragraphs in your operating agreement to extend the life of your l see if a member decides to leave the business. Also, this is in comparison to a corporation which is unaffected by the coming and going of shareholders. So in conclusion, while setting up an L C is more difficult than creating a partnership or sole proprietorship running one and significantly easier than running a corporation, and he also gets a lot of advantages that you wouldn't have otherwise. 6. Is Forming a Limited Liability Company LLC Right For You?: is forming a limited liability company right for you. That really depends on what your short term and long term do business goals are. Making the right decisions can help position your company for success. When you're establishing an LLC, set up costs are low and there is less paperwork than there is when starting cooperation. If an LSE is property operated and its assets and agreements are in the name of the business, the members will not be personally liable for the actions and debts of the business. In other words, you should consider forming an L C. If you are concerned about personal exposure to lawsuits or debts arising from your business. For example, if you decide to open a business that deals directly with the public, you may worry that your commercial liability insurance won't fully protect your personal assets from potential slip and fall lawsuits or claims by your suppliers for unpaid bills. Running your business as an L C. Might help you sleep better because it gives you personal protection against these and other potential claims against your business. However, keep in mind that not all businesses can operate as Elsie's. For example, businesses in the banking trust, an insurance industry are typically not allowed to be formed as Elsie's. Also in some states, including California LLC's, can't be performed to provide professional services. Professional services include any services that require a professional state license. These include architects, accountants, doctors and license health care workers. You should check with your state laws if you're trying to form an L C to provide professional services. Having reviewed dead matches and this adventures are forming an L. C. Having the limited personal liability and the past through taxes, characteristics of NLC, along with the low start up costs and enhanced credibility, all favor forming an L. C. 7. Do I Need a Lawyer to Form a Limited Liability Company LLC?: there are several with different ways you can use to form your LLC. One option that is available to you. It's using a business lawyer that specializes in starting a business. While lawyers can help you incorporate their fees often very greatly and are usually expensive, neither option you can use and should do is form the I'll see yourself. Obviously, the costs with forming an L see yourself is significantly, much less so. The answer to the question is, no. You do not need a lawyer to Forman Elsie, since states requirements are usually self explanatory. If you know what you should be doing, which is the point of this course, all states allow business owners to form their own Elsie's by falling and articles of organization. I'll go over the steps and hunted this. And most states that information he must provide for our cosmic organization is very basic typically have to provide the name of the LoC, the location of its principal office, the names and addresses of Elsie's members on the name and address of Elsie's register agents, who is a person or company that agrees to accept legal papers on behalf of your LSE. This course, along with the fax that now that most states provide downloadable fill in the blank forms and instructions, that process is easier than ever. And Elsie following offices are becoming more accustomed to dealing directly with business owners, so much so that they often allow business owners to email questions to them directly. Of course, if you're trying to decide what their that will see is the right business structure for you , he may want to consult a business lawyer. Also, it's a good idea to have a business lawyer review upper an agreement to make sure your interests are protected or get an expert to set up your bookkeeping and accounting systems . Now have you covered? If you need a lawyer to form a jealousy or if you conform it on your own, let's talk about whether you can convert your existing business toe a limited liability company 8. Can I Convert My Existing Business to a Limited Liability Company LLC?: So the question is, can I convert my existent business toe a limited liability company? The answer is, yes, you can. Converting a sole proprietorship or a partnership to an L C is an easy way for sole proprietors and partners to protect their personal assets without changing the way their business income is taxed. Some states provide a simple form for converting a partnership to NLC, which is often called a certificate of conversion. However, in some states that don't provide a conversion form, sole proprietors and partners have to fall an articles of organization to create an L. C. Keep in mind that in some states, before a partnership can officially convert to an L. C, you have to publish and notice in a local newspaper that the partnership is being terminated. And in all states you have to transfer all identification numbers, licenses and permits to the name of your new LoC, including your employer identification number, yo sales tax permit, your business license or tax tradition, and any professional licenses or permits 9. Overview of How to Form a Limited Liability Company LLC : not. Have you covered what Elsie is and whether in l. C is right for you? Here are the six main steps When forming your Elsie, it's extremely important to remember to complete each and every step listed here. Doing so will ensure maximum protection for you and your business. It's also important to know what you should be prepared so that there are no surprises along the way. Specifically, make sure you have the information you need before you start the LoC for mission process. Who will be covering the falling topics? Naming your Elsie how to search and find the best name for your business? Keep in mind that names that cannot be used for jealousy. Second, filing your DB A or doing business as naming your business is an important branding exercise. But if you choose to name your business as anything other than your own personal name, then you need to register it with the appropriate authorities. This process is known as registering a D. B. A third filing articles of organization. This is the first formal paper you will need to file with your state secretary of State to form an L. C. This is a necessary document for setting up an L. C in many states. Fourth, creating an operating agreement many states require an NLC to have in an operating agreement. The's do not get filed with the secretary of state, but rather for your own files and reference. This is an agreement among L C members governing the Ellis's businesses and members financial and manager rights and duties. Think of this as a contract that governs the rules for the people who owned the LSE. You can use the sample operating agreement. I attach this course fifth, getting an employer identification number or E i N and E. I. N is a number assigned by the I. R s and is used for a number of business needs, including filing taxes, opening a bank account and applying for business licenses and, lastly, applying for business licenses and permits before we get started. I want to share some good news. Though the process seems daunting, there is good news. Most of the forms and applications are online, so they are right at your fingertips as long as you know what to look for. The whole point of this course is to graduate on direct you in the right direction, so be sure to stay patient and follow all the steps that I will go through in this course needle. Also, while this course applies only to United States, please be sure to check your specific states Secretary of State's website For any raring, rules, regulations or laws, you can follow directions and formula. See yourself if you stay patient, are prepared and follow all the steps. Step follow. Let's get started. 10. Step #1: Naming Your Limited Liability Company LLC: naming your limited liability company is the first step in creating your L C. Choosing a business name is an important step in the business planning process. Not only should you pick a name that reflects your brand identity, also need to ensure it is properly registered and protected for the long term. Here are some tips to help you pick, register and protect your business name. It should start by doing some research to make sure the name you choose is suited for your business venture and easily searchable for potential clients. Many businesses start out as freelancers, sole operations or partnerships. In these cases, it's easy to fall back on your own name as your business name. While there's nothing wrong with this, it doesn't make it harder to present a professional image and build brand awareness. Here are some points to consider as you choose a name. How will your name look on the Web as part of the logo or in social media? What is the name suggest? Is your name to corporate or not cooperate enough? Does that reflect your business philosophy and culture? Does it appeal to your market? Is a unique should pick a name. The hasn't been claims by others, online or offline. A quick online search and domain name search will give you good insight on this. There are three rules that your Ellison name needs to follow. First, it must be different from an existing Elsie in your state. You're Ellison name. Can't be the same as or to filler, toe inexistent name on the records of your states secretary of state. And also, it can't be misleading or deceptive to the public. A. Deceptively, a similar name is one that simply has, in addition of the word company or other generic terms or uses upper case or lower case terms. Keep in mind that this doesn't change the name enough for you to use a similar name. Second, it must indicate that it's an L C, such as Elsie or a limited library company. And third. And let's not include the words restricted by your states, such as Corporation Corp Inc incorporated, bank insurance or trustee. For more specific, detailed requirements and instructions, you should check with your state's specific naming guidelines. Your business name is automatically registered with your state when you register your business, so you do not have to go through a separate process to name your LSE. So how do you know if a name is available first in Google? Top your state's name along with the wards. Business name. Search. So, for example, if you live in California, you would search the terms. California Business Name Search. Usually the first link that comes up will be your states Secretary of State's website. Use this page to surge any name you might be interested in. It's always a good idea to have a few name options before you start your search, as you may be, likely that your first or second options may already be taken. An inside tip is that before you deciding on a business name, make sure any business you Earls and trademarks you might also be interested in are also available. You should give it thought to whether you're propose. Name is rep. Ready Is the domain name even available? Even if you don't plan on making upset today, it may be a good idea to buy the domain name in order to prevent others from acquiring it. Also, an email address is something you should consider when choosing a name make sure you reserve any images is that correspond to your business name as well? Also, if you use the name that's been trademark by someone else, you can face trademark infringement, which can be costly for your business. Before you pick a name, use the US Patent and Trademark Office trademark Search tool or ask a trademark lawyer to see if it's similar name or variations of it has been trademarked. Building a modern brand requires access through all avenues. So do your research and come up with the catchy will run the name. This is the fun part. Finally, some states offer a name reservation for a period of days. For example, in California, the secretary of state will reserve her name for a period of 60 days. You should check with your local secretary of state to see if this is something offered in your state. It may be a good way to start as it gives you time to research all media platforms before finalizing your company's name. However, keep in mind that is not really necessary. Now that we recovered how to name your LoC. Let's get too hot to filing. You're doing business as hors d. B. A 11. 1Step #2: File “Doing Business As” or DBA2: naming your business is an important brand exercise. But if you choose to name your business as anything other than your own personal name, then you need to register with the appropriate authorities. This process is known as registering. You're doing business as hors d. B A. Or it's also known as a fictitious business name A. D. B A or effective Just business name is a business name that is different from your personal name, the name of your partners or the officially registered name of your L C. It's important to note that when your former business, the legal name of the business, defaults to the name of the person or entity that owns the business unless you choose to rename it and registration as a DB a name. For example, Bob Smith sets up a dry cleaning business rather than operate under his own name, Bob instead chooses to name his business. Bob Smith. Dry cleaning This name is considered an assumed name, and Bob will need to register it with the appropriate local government agency. The legal name of your business is required on all government forms and applications, including your applications for employer tax. I DS licenses and permits. So again, registering your DB a name. It's simply the process of letting your state government know that you're doing business as a name other than your personal name or the legal name of your partnership or corporation or L. C. So again, registering your DB a name is simply the process of letting your state government know that you're doing business as a name other than your personal name or the legal name of your L C . If you're operating under your own name, then you can skip this step once you decide on a name for you L C. And if it's different from your personal name or the legal name of your Elsie, then you need to follow D B. A. So how do you go about filing your DB a first in Google? Top your city or state's name of where you want to form your LSE, along with the words doing business as or fictitious business name. So, for example, if you want to file a DB in in Los Angeles, you want to search the terms. LOS Angeles Doing business as typically, the first link that comes up in your search results will be your states Secretary of State website that will help you fall your DB A. Every state and county has their own specific procedure for following your db A. So be sure to googled the right terms to fund the right topics and following your db A in your state or county. Another important thing to keep in mind about DBS is that this process shouldn't be confused with Inc and also doesn't provide a trademark protection to summarize if you're doing business as a name other than your personal name or the legal name of your L. C there you to file a d. B A, and if you're operating under your own name, then you can skip the step. 12. Step #3: File Articles of Organization: and articles of organization, which is also called Your Certificate of Organization or a Certificate of formacion, is the first formal paper you will need to file it with your state secretary of state to form your L. C. It's a simple one page document that legitimizes your Elsie on includes basic information and by your L C like your business name, address and the name and addresses of jealousy members. It may also include the name and address of the registered agent who will receive legal papers on your behalf. For most states, you fall the articles of organization with secretary of State. However, other states may require that you fall with a different office, such as that State Corporation Commission, the Department of Commerce and Consumer Affairs, Department of Consumer and Regulatory Affairs or the Division of Cooperation and Commercial Coat. If you do prepare the articles of organization yourself, which you should, the articles of organization is not necessarily complicated or extensive. Most states secretary of State websites have pre printed articles of organization forms that you can fill out easily yourself to follow your articles organization. You first need to find the articles of organization in your states. Here's the good news. You can find this form online. All you need to do is to do a quick Google search with the words of your state, where you want to set up your LSE along with the words articles, off organization or certificate of organization or certificate. Affirmation. And the first search day comes up will be your state secretary of State's website, which will have the form you need to follow your LSE. Articles of organization typically requires your LSE name the purpose of the LoC. They'll seize address and the name and address of your Elsie's agent for service of process , no matter the type or size of your new business. Most states require that articles organization include, at a minimum, the following information. First, your new LLC's name and address as discussed earlier. This is the name you choose for your LSE. Use the name exactly as you wanted to appear. Don't forget to include the words L C or limited liability company and the End. The address of the LLC is the designated address where you will be in conducting your business. Second, you want include the nature of the else's business This is usually stated in broad language , such as to engage in any lawful activity. This is a Stanford language that's already printed on the forum. Third, you won't include the name and address of your LLC's registered agent. This is the person who lives in the state where you're incorporating and who accepts legal documents, including lawsuits against your LSE on your behalf. They're registered agent must have a physical address, and this typically can't be appeal box address that must be available at the address during normal hours. So again, your register agent needs to have an actual physical address and can't be a p o box address . Fourth, also include the name of the members of your LSE. Again then members are pretty much the owners of the L C. And this is typically going to be your name and any other members that are part of your Elsie and last, the articles organization will usually identify the organizer of the LoC. This person is the person who is filling out the form, and it's typically responsible for sending the articles organization prior to filing it. If it business lawyer is following the LSE for you than the organizer will be your lawyer. However, if you're following your articles of organization that their organizer will be your name, remember to send articles of organization. Once the form is filled out and signed, you're ready to follow with your state secretary of state or similar state engines. See the handles business attrition in your state. And also don't forget to fall directions and attach a check made payable to your state's 60 of state and mailed it form along with the check. Filing. Fees will be different from ST of ST, but she range anywhere from 50 to $200. Once filed and approved by the state, the articles organization legally creates the L. C. As a registered business entity with the state. You're not done with the most formal part of forming your own Elsie. 13. Step #4: Create Operating Agreement: and ah Peroni agreement is an agreement among L C members governing the LLC's business and members financial and manager rights and duties, and you're operating agreement young your Conor's establish each owners percentage of ownership in the l C. Your share of profits or losses, your rights and responsibilities. And what will happen to the business if one of your leaves an upper an agreement is similar to a Punisher agreement in a partnership or by laws of a corporation? If your LSE on Lee has one owner, an operating agreement is a declaration of the structure that the member has chosen for the company. And sometimes it's used to prove in court that the LSE structure it's separate from the individual owner. And so it's necessary that the owner has documentation to prove that he or she is actually separate from the LSE itself. While many states do not legally require your LSE to have an operating agreement, it's foolish to run an LLC without one. Even if you're the sole owner of your company, an operating agreement will help you guard your limited liability status, help clarify financial and management misunderstandings and make sure your business is governed by your own rules, not default rules created by your states. Also an upper. An agreement is highly recommended, especially for multi member LLC's, because the structures your Elsie's finances and organization and provides rules and regulations for smooth operation Upper. Any agreement usually includes percentage of interests, allocation of profits and losses, members rights and responsibilities, and other important provisions. Operating agreements can also be changed at any time by the L C members. Although most states Elsie laws don't require a written upper an agreement, you shouldn't consider starting a business without one. Here's why an upper any agreement is necessary first, the main reason to make an operating agreement is to help ensure that courts will respect your limited personal liability. It helps ensure that courts will respect your personal liability protection by showing that you have been diligent about organizing your LoC as a legitimate business. Second, it sets out rules that governs how profits will be split up, how major business decisions will be made, and the procedures for handing the addition and leaving of members. Third. It helps to avoid misunderstandings among the members over finances and management, and lastly, allows you to create your own operating rules rather than being governed by the default rules in your states. Elsie laws which might not be to your benefit. There's a lot of issues that should be included in your operating agreements, some of which depends on your businesses, particular situation and needs. However, most opportune agreements, including the one on provided the course as a sample, include the following the members percentage interest in the l C. The members rights on responsibilities. The members voting powers. How are profits and losses will be allocated. How the LSC will be managed rules for holding meetings and taking votes and buyouts. Or buy sell provisions which determine what happens when a member wants to sell his or her interest or dies. While these items may seem fairly straightforward, each require you to make some important decisions, which you should spell out in your operating agreement. Operating agreement. Do not get filed with the secretary of state, but rather they are for your own files and reference, so make sure to keep these in a safe place for your own record. Once you created your limited library company, you can use an Elsie operating agreement to define your organizations operating terms and help protect your legal rights and responsibilities. With the written record outlining your company's management policies and procedures, you'll be ready to get down to business. You'll need help beyond this course to make your own operating agreement. There's a couple of ways to go about creating operating agreements. Your first option is to use the sample. I will see operating agreement I attached to this course attached it as a resource to this lecture, so make sure you click on the resource is and download a copy for yourself. However, keep in mind that you need to make sure to have your operating agreement suited to fit the needs of your business on the laws of your state. So if you know where you're doing, feel free to use the sample. If not, you can use any of the others. Options will talk about now. Your second option is to use on limbs re services such as Legal Zim or other on land sources to help you teller and upper, an agreement that fits your needs while LegalZoom is cost effective. I wouldn't really recommend it because you can pretty much get the same thing from the sample provided in this course, your last option is to have a business lawyer. Taylor is specifically made operating agreement that fits the needs of your business. This is the best option on your best way to guarantee that you're making the correct operating agreement for your business. In summary, you don't have to fall. You're operating agreements with the state, but that doesn't mean you can get by without one. The operating agreement is a crucial document because it sets out the Elsie's members rights and responsibilities, the percentage interest in the business and their share of the profits. I know the operating agreement step formula policy is probably the most complicated part of creating an L. C. So if you have any further questions, I encourage you to post it on the course discussion board. I'll be sure to answer it as soon as possible. 14. Step #5: Get Employer Identification Number (EIN): next you need to apply for an employer identification number or E i n for short and e i n is also known as a federal tax identification number. And it's a number assigned by the I. R s and is used for a number of business needs, including filing taxes, compliance with the I. R. S, opening a bank account and implying for business licenses. Generally, businesses need an e A N. If you have a social secure number or individual edification number or I t n for short. Getting an employee identification is fasten easy by applying online using Irises Website. This is a free service offered by the I. R s and provides you with an e i n Immediately. Keep in mind that the businesses principal officer must have a US social skier number. This principle officer must be someone who controls, manages or directs the L. C. So, basically the owner needs to have a social scare number or I t n to apply online. If you have a Social security number, the way you apply is to visit w w dot i r s dog of Then look for the orange tab titled Tools under tools, look for the fourth link titled Apply for an Employer I D. Number. Once you click on this link, you'll be taken to the application. I also attached a link as a resource to this course. If you can't find it, it's a straightforward online application that takes approximately 15 minutes, and you will be able to instantly get your Ian. That's quickly. Go over what you will need toe. Apply for an employer and certification number online. First, you will need to pick your entity type. You have the option of Sole Proprietorship Partnership Corporation, Limited Liability Company State and Trust. Since you will be forming a limited library company, that's the one you'll be choosing. Once you pick your entity type, you'll be prompted with different questions. It should follow the prompts accordingly. If you're operating as an l see, you will be asked how many members are in L. C. And the state where the business is physically located. So just say you're creating the Elsie on your own. There's only gonna be one member, and if you have partner that you're quitting Elsie with, there's gonna be two members. Next, you'll be asked while you're requesting an e n. The options include starting a new business, hiring employees banking purposes, changing the type of organization on purchasing active business. If you are forming a new Elsie, you can select forming a new business. He will also be asked Who is the responsible party for their LSE. You will either select individual or responsible party. This is typically you. Next, you'll be asked to fill out information about your L. C. Here you will need a name and a social Security number or an individual taxpayer identification number. Proceed forward to merely receive your e n. However, keep in mind that will take up to two weeks before your E N becomes part of the IRS is permanent records. But what happens if you don't have a social secure number or I t. I N If you're a foreign resident, which means you don't have a legal resident or principal place of business. United States and you do not have a social skier number or an I T. I n. The falling process should be followed. You need to get business lawyer to act as your third party designate for your business, then the business lawyer will prepare an application for employing litigation number on your behalf. The business lawyer will contact the Internal Revenue Service Center for Internal Applications and then call in or fax the signs form to the I. R. S. Then the business will receive your employer. The fish number. If your company's place of business is the United States, you will receive your E N within one business day and if your company's place of business is outside of the United States, will take typically five business days. So again, if you're foreign and you don't have a social secure number, I T. And you will need the help of a business lawyer to help you correctly fill out an employer on medication number application and apply on your behalf. I've done this for more than 60 clients in the past year, so if you're foreign, I don't have a Sochacki number. Make sure to let me know, and I could definitely help you get one 15. Step #6: Apply for Business Licenses & Permits: If you've completed the steps up to this point, your LLC is official. But before you open your doors for business, you need to apply and get the necessary lessons is and permits you need to operate your business. Virtually every business needs some form of bless INTs or permit to operate legally. These may include business licenses, sometimes also referred to as a tax registration certificate, a seller's permit or a zoning permit, among many others. However, these licenses and permits really depend on the type of business you operate, where it's located and what government rules apply. So in other words, licenses and permits really very by industry, state and locality. So while I can't give you specific advice on what licenses and permits you may need for your business, I can point you to the best source for finding the necessary licenses and permits you need for your specific needs. This is, in fact, what I actually used for my clients. Whenever I need to find the business licenses and permits for my clients, there's a great resource on the U. S. Small Business Administration website at the dot spn tog off. That's a great resource to help you find in a Syrian business licenses for your business. What you're going to do is go on ESPN dot gov. Then, under the starting and managing tab, click on the business licenses and permits as you can see on your screen after you click there, you'll be taken to this page under business licenses and permits. There's two sources. Federal licenses and permits and state lessons and permits. You need to check out both to make sure you have all your necessary licenses and permits. When you click on federal asses and permits, you'll get a list of different business activities. If your business is involved in any of their business activities on the list and if it's regulated by a federal agency such as selling alcohol and firearms, then you need to make sure to get a federal license, reviewed the list on this page to make sure none of their business types of regular activities apply to you. Then, after you're done with, the federalize is need to go back to their business licenses and permits Page, which is on this page, and click on the state licenses and permits. Once you're in the state page, select your state from the list to learn about the specific licenses and permit requirements in the state where your business is located. Some states have established websites that provide businesses the information they need to find in a play for the right licenses and permits. For example, California's Cal Gold website at www callin gold dot c a dog of offers direct online links and contact information to state, local, regional and federal authorities that require permits to run your business while these buff sites do not themselves issue permits or licenses that do offer great Resource is and finding the correct agencies that require you to have business permits and licenses Also. Besides, SP is great source. Another great way to fund your states required licenses is to Google your state name, followed by business license. So, for example, if you're looking to find the correct business license in New York, he was search New York business license. Usually the first link that comes up is your best bet and finding all the permits and licenses you need for your business. But in my experience, SPS website really gets the job done with licenses and permits 16. Other Important Notes to Consider When Forming an LLC: I also want to touch upon some other important obligations you may have in your state. There were not covered in the six steps and then over. In this course in few states, including New York and Arizona, you have to take an additional step. To make your LSE official, you have to publish a simple notice in a local newspaper stating that you intend to form an L C. First check if your state requires it. If your state does require you are required to publish to notice several times over a period of weeks and then submit an affidavit of application to the L C filing office, your local news servers should be able to help you with this filing. For example, in New York State law requires New York LLC's to publish the articles of organization in two newspapers within 120 days after filing the articles of organization or given notice related to the formation of the L. C. However, keep in mind that in California, LLC's do not have to requirement, so make sure you comply with your states, require notices. Also, some states require Elsie's toe update their state secretary of state with the periodic statement of information, which is also known as a biannual statement. Estimate of information includes fairly basic information about the L C, such as the name and address of the L C, the name and address of the L C members, and description off the type of business. Think of this as a yearly census for your L. C. Usually, the statement of information has to be filed with your secretary of state within a certain time. After filing your articles of organization, for example, in California you have to follow your statement of information within 90 days off following the articles of organization. And after that, a statement of information has to be filed every two years. The initial statement of information has to be filed by mail, and subsequent filings can be filed online for $20. Please remember that each state has different rules to make sure to check with your state secretary of state's office or asking business lawyer for specific rules for your states is this way. To find a statement of information for your state is by googling your staying name along with the words statement of information or bi annual statement. Sometimes you'll be able to find an easy online application that you can easily fall yourself. Also, be sure you keep in mind what the annual tax requirements or freeze are for you. L C. For example, in California, Elsie's have a minimum text of $800 to the California Franchise Tax Board each year. This tax is treated separately from any income, self employment or payroll tax. Again, check with your state secretary of state website to double check. There aren't any other attacks requirements for forming your LoC. 17. How Much Does it Cost to Form a Limited Liability Company LLC On Your Own?: So how much does it cost to form a limited liability company on your own? Well, the answer really depends on which state you form your jealousy In. First of all, you'll be saving at least 500 up to $1000 by forming an LLC on your own instead of hiring a business lawyer to create it for you. Second of all, it really all depends on your state, but let's look at the forms you'll be paying filing fees for first, there's the articles of organization. The filing fee for the articles of acquisition again depends on the state where you'll be filing it in California with $70 but it could range an area from 50 up to $200. Then your state made require you to file a statement of information every two years in California. The filing fee for statement of information is $20. However, most states don't require a statement of information. Also in California and some other states, every LLC has to pay an annual minimum tax in California. This is $100 has to be paid to the California Franchise Tax Board for every year that you're in business. All in all, in most states, if you're forming an LLC on your own, it would only be paying the filing fee for articles organization, which is typically anywhere from 50 to a couple $100. So where does cost some money to form your Elsie? The limited personal liability and the past through tax benefits and other advantages of LSC we talked about early in the lecture really make a limited library company the right choice for you if you're serious about your business. 18. Registered Agent or Agent for Service of Process - What is it & How to Find One?: Whenever you're filling out your articles of organization, you may stumble upon a question asking the name and address of your registered agent. I want to clarify who this person is and how to find one for your business. I registered agent is someone whom you designate to receive official papers for your business. These would include documents related to lawsuits and also important that communications from the states, such as renewal noses for business registration. Sometimes registered agents are also called agent for service of Process, which is a way off saying that registered agents are designated to receive papers related to lawsuits. You're registered Agent is registered in the sense that you have to submit a form to the state that registers who will be your businesses agent for official and also related complication. When you're starting in L. C. U will designate your registered agent as part of your articles of organization, the registered agent must be located in the state. Whether your LSE is registered more particularly, you must provide not just a name but also a physical street address and not a pure box address for the register agent. This ensures that documents related to lawsuits can be personally served toe an actual physical location, and L C cannot serve as his own registered agent, and only one agent can be designated. In most states. A member of your LoC will be the registered agent, and the address will be the Elsie's business location. In other cases, you may want to appoint another individual, such as a lawyer or a company, to act as your registered agent. Keep in mind that as part of the simple process of designating a registered agent, states regionally require you to obtain consent from the party. You wish to designate as a registered agent an insider tip for those who have already registered agent. But I want to update the name or address of the agent. There's typically a downloadable form available from the secretary of State that you will use to provide that updated information to the state 19. Electing Corporate Taxation with IRS - How to Save on Taxes: As you start running and growing your new business, how do you intend to structure it? So that becomes an efficient, operating, thriving enterprise. Two of the most popular organization forms today are a limited liability company and the s Corporation. But what if I told you that you could have the best of both worlds, so to speak, by establishing an LLC and then selecting to be treated like An s corporation for tax purposes? Well, it can be done. Business owners, lawyers and accountants can get twisted up in the debate over which is the best and Elsie or an s corporation. But it's not necessarily which one is the best for you. Rather, you can sit up in L. C. And after setting it up, you can elect to have the LoC treated as an s corporation. If your payroll taxes are high, you may find that an S corporation election is the best choice. The problem with LLC's is that the arrest doesn't recognize an LLC as a taxpayer classification for federal tax purposes. Let me explain. Business entities exist in two levels as state law, legal entities and as taxed entities. What this means is that when you form a limited liability company in your state, you can elect your limited liability company to be taxed as either as an LLC, which is known as a disregarded an entity or as an s corporation. There are a number of considerations when determining the best tax election for your business, for tax purposes by default and Elsie with Mom Member is treated as a sole proprietorship and by default LLC, with more than one member, is treated as a partnership. A limited liability company is not a separate tax. Anstey like cooperation. Instead, it is what it RS calls a passed through entity like a partnership or a sole proprietorship . All of the profits and losses of the LoC passed through the business to the LoC owners who report this information on their personal tax returns. In other words, the default tax election for L. C is known as a disregarded entity, which means you will be taxed as a sole proprietorship if you are the only member of the LoC or as a partnership. If there are multiple L C members in the default sole proprietorship or partnership tax election, you may not be able to avoid self employment taxes on any of your income. There are some nuances to this which requires professional advice specific to your situation. There's also the possibility of requesting s corporations status for you all. See, the tax remains a limited liability company from a legal standpoint, but for tax purposes, it can be treated as an s corporation. This is very important again. I just wanted to repeat this. The LSE remains a limited liability company from a legal standpoint, but for tax purposes, it can be treated as an s corporation. If you will regularly meet to keep a substantial amount of profits in your l see, you might benefit from electing corporate taxation. The corporate income tax rate for the 1st $25,000 of a corporate texutil income are lower than the individual income tax rates that apply to most LSE owners, which can save you and your co owners money in overall taxes. In addition, electing corporate taxation can allow an LLC to offer owners and employees various tax advantages, fringe benefits, stock options and stock ownership plans. In order for your Elsie to be treated as an s corporation as a tax classification, you have to file a form 88 32 entity classification election and check the box to be taxed as a corporation. This form is also used if NLC wishes to change its consecration status. Once you have elected to be taxed as a corporation, you have to file form 25 53 election by a small business corporation to elects tax treatment As an s corporation, you have to file a form 25 53 before the 1st 2 months and 15 days of the beginning of the tax year in which the election is to take effect. Also, you will have to file an annual informational tax return form 11. 20 s. If you have employees, he will have to file several payroll type forms. If you don't know anything about this, should definitely hire an accountant to help further explain this to you. An s corporation tax election results in your business being taxed as a disregard lt. But under an s corporation, you may be able to distinguish between a salary payments to owners which are subject to self employment taxes and tax distributions which are generally not to be subject to self employment taxes. There are some important guidelines to be followed here, and he will need some professional advice specific to your situation. For example, you can't just characterize all your income as distributions to avoid self employment taxes . Again, I want to warrant that is a very challenging issue and should definitely contact an attorney or an accountant to help you decide whether you should choose to be treated as an s corporation for tax purposes. For the sake of simplicity, choosing to be treated as a limited library company is your safest bet. 20. How are Limited Liability Companies LLC Taxed?: you should keep in mind that all LLC's are subject to state and federal tax laws. An LLC is not a separate tax in T like a corporation. Instead, it is what the Iris calls a pass through entity like a partnership or sole property ownership. All the profits and losses of the LSC passed through the business to the LOC owners who report this information on their personal tax returns. The L C. Itself does not pay federal income taxes, but some states impose an annual tax on. Ellis sees the ire. S treats your Elsie like a soap opera to worship or a partnership depending on the number of members in your L C and how you designate your LSE for tax purposes. The iris treats one member Elsie's, as sole proprietorships for tax purposes. This means that the LLC itself does not pay taxes and doesn't have to fall a return with the IRS. As the sole owner of your LoC, you must report all profits or losses of the LSC on Schedule C and submit it with your 10 40 tax return, even if you leave profits and the company's bank account at the end of the year. For instance, to cover future expenses or expanding your business, you must pay income tax on that money. The I. R s treats multi Member LLC's as partnerships for tax purposes. Like one member, Elsie's multi member Elsie's do not pay taxes on business income. Instead, the L C members each pay taxes on their share of the profits on their personal income tax returns that schedule e attached. Each LLC members share of profits and losses should be set out in the L C operating agreement. Most operating agreements provide that are members share is in proportion to his or her presented interest in the business. For instance, if Andy owns 70% of the L C and Bob owns the other 30% Andy will be entitled to 70% of the LLC's profits and losses, and Bob will be entitled to 30%. If you like to split up profits and losses in a way that is not proportionate to the members percentage interest in the business, it's called a special allocation. However, members distribution shares are divided up and the I. R s treats each Elsie member as still the member receives his or her entire district of share each year. This means that each Ellis, a member, must pay taxes on his or her whole distributive share, whether or not the LSE actually distributes all or any of the money to the members. This means that even if L C members need to leave profits in LSE, for example, to buy inventor to or to expand the business, each LSE member is liable for income tax on his or her rightful share of die money, even though, and multi member Elsie doesn't pay its own income tax a must file form 10 65 with the I. R. S. This form the same one that a partnership files is an informational return that the iris reviews. To make sure that L C members are reporting their income correctly, the L C must also provide each LSE member with a Schedule K one, which breaks down each members share of the Ellis's profits and losses. In return, each LoC member reports this profit and loss information on his or her own individual form 10 40 with schedule D attached. If you will regularly need to keep a substantial amount of profits in your Elsie you might benefit from electing corporate taxation. The corporate income tax rates for the 1st 7 $5000 of corporate taxable income are lower than the individual income tax rates that apply to most Elsie owners, which can save you on your Conor's money in overall taxes. In addition, electing corporate taxation can allow it, and I will see to offer owners and employees various tax adventure fridge benefits, stock options and stock ownership plans. We discussed all this in the last lecture. L C members are considered self employed business owners rather than employees of the LoC, so they aren't subject to tax withholding. Instead, each LSE member is responsible for setting aside enough money to pay taxes on that members share of the profits. The members must estimate the amount of tax still low for the year and make quarterly payments to die arrests So on. Elsie, designated as a corporation, needs to fall form 11 20 which is the corporation income tax return again. This is a very challenging issue and should definitely talk to an accountant or a tax lawyer to help you pay your taxes as an LLC 21. Dissolving & Ending a Limited Liability Company LLC - What to Do to Close an LLC: what you should do when you want to dissolve and end. Your limited liability company depends on which states you're dissolving your L. C. However, I will provide a gallon. You should follow if you need to close or dissolve your LSE. First, you need to review your Elsie up earning agreement. In most cases, this will contain a section with rules for how to dissolve your company. Typically, the rules would require a vote of the L C members on a resolution to dissolve and, more specifically, a requirement that some percentage of members vote in favor of the resolution. Make sure you follow any specific procedural requirements that may be part of the dissolution rules under the rules of many states. Unless you're operating, Agreement says otherwise, when one member wants to leave the LSE, the company dissolves. In that case, the LoC members must fulfill any remaining business off the kitchen's pay off all debts, divide any assets and profits among themselves, and then decide whether they want to start a new Elsie to continue with the business With the remaining members, you're Elsie. Operating agreement can prevent this kind of abrupt ending to your business by including a buy sell or buyouts provision that sets up guidelines for what will happen when more member retires, dies, becomes disabled or leaves the L C. To pursue other interests. Second unit. To wind up, you need to designate one or more LSE members to handle the winding up of your LSE. Importing. Lining up tasks include handling any pending lawsuits, settling and closing any businesses. Disposing and conveying any property on distributing to the members any remaining assets. Third, you need to file any misses A reforms with your secretary of state. After dissolving and winding up your LoC, you most likely have to follow form with your state secretary of state In deliver, you have to follow their certificate of consolation in California Unity file form L L C. Three certificate of dissolution of a limited liability company on the farm unity of provides some general information and by your L C. And then you need to mail it in to your secretary of state. And lastly, I will recommend talking to a business lawyer to make sure you're completely complying with your state's rules regarding dissolving your L. C. The business lawyer will clarify and help you with the process and answer any questions you may have about the process 22. Course Summary & Wrap-up: Here we are. We're at the end of our course. I want to provide a quick course summary of everything we've covered in the course to forming a limited liability company on your own. First, you need to name your L. C. Choosing a business name is an important step in the business planning process. The only should you pick a name that reflects your brand identity. But also you need to make sure that it is properly registered on protected for the long term. Some quick tips to help you pick, register and protect your business name. Pick a name that is different from an existing L senior state and must not include wards restricted by your states such as Corporation Inc or incorporate. Building a modern brand requires access through all avenues. So do your research and come up with the country will run their name. This is the fun part. Second fall doing business as or D B A, which is also known as a fictitious business name. Naming your business is an important branding exercise, but if you choose to name your business as anything other than your own personal name, then you'll need to register it with the appropriate authorities. This process is known as registering a DB a third you to follow your articles off organization. This is the first formal paper you will need to file with the state Secretary of State To Forman Elsie. This is a necessary document for setting up an NLC in many states. Fourth, create you operating agreement. This is an agreement among L C members governing jealousies, businesses and members, financial and managerial rights and duties. Think of this as a contract that governs the rules for the people who owned and run the L. C. You can use the sample operating agreement I attached to this course. Fifth, get your employer identification number or E i. N Union is a number assigned by the I. R s and is used for a number of business needs, including filing taxes, opening a bank account and applying for business licenses. If you have a Social Security number, you can easily apply for one online. If you don't have a social skier number, ask a business lawyer to apply for you and get one on your behalf and lastly, apply for business licenses and permits. Once your businesses registered it should look on, apply for necessary licenses and permits you will need from the county and city where you will do business licenses and permits. Really? Very but industry, state and locality. So while I can't give you specific advice on what license and permit you may need for yours business, we talked about the perfect source you can use to find the necessary lessons and permits you need for your business. I recommend that if you have any other questions, you should talk to a business lawyer who will clarify and help you with all the six steps above, or answer any other questions you may have about starting your business. I'm a business lawyer, so definitely fill for you to get in touch with me again. I urge you to post any questions you may have on the course discussion board answering questions on a daily basis. So I hope you feel comfortable asking any question you may have. I hope you benefited from my course. Be sure to check out my other courses related to business law for entrepreneurs, including how to incorporate on your own, which explains how you conform your corporation and also my other course Elsie Forces Corporation choosing the correct business structure which is a complete guide on the main business structures including sole Proprietorship Partnership Limited Library Company see Cooperation An s Corporation. I explained the adventures and this advantages of each to help you decide on which business structure is right for you. If you're happy with my course, I encourage you to leave a positive feedback. I really appreciate it. Best of luck in your business. Have a great day and take her.