Limited Liability Companies For Dummies

Jennifer Reuting founded InCorp Services, a corporate structuring firm specializing in LLCs, in 2001. It is currently the fourth largest national registered agent service provider in the country, with thousands of clients nationwide and offices throughout the U.S.

Introduction 1 About This Book 1 Foolish Assumptions 2 Icons Used in This Book 3 Beyond the Book 4 Where to Go from Here 4 Part 1: The ABCs of LLCs 7 Chapter 1: What is an LLC, Really? 9 Understanding How LLCs Work 10 Owners: You gotta have 'em 11 Contributions: Where the money comes from 12 Allocations and distributions: Getting what you're due 13 Management: Some folks are just better at it 14 Creating Your Own LLC: Your First Step Toward Success 15 Educating yourself 16 Divvying up the ownership 16 Deciding who manages 17 Choosing your registered agent 18 Bringing your LLC into existence 19 Operating Your LLC 19 Creating your operating agreement 20 Keeping books and records 20 Paying taxes 21 Chapter 2: LLCs: More Handy Than Duct Tape! 23 Understanding Why LLCs are Awesome 24 Protecting your personal assets 24 Taking charge of charging order protection 26 Enjoying the flexibility of management and ownership rules 28 Choosing your own tax status 30 Distributing profits at your whim 31 Taking a Look at a Few Wrinkles 32 Membership can be a bit tricky 32 Rules governing LLCs vary among states 33 Discovering the LLC's Many Variations 34 The professional LLC 34 The series LLC 38 The family LLC 42 The low-profit LLC 42 The single-member LLC 44 Chapter 3: Determining Whether an LLC is Right for You 45 Knowing Your Options: Other Business Structures 46 Going it alone: Sole proprietorships 46 Adding a partner: General partnerships 49 Throwing in a little legal protection: Limited partnerships 50 Meeting the black sheep of the partnership family: LLPs and LLLPs 51 Separating yourself from your business: Corporations 52 Easing the tax burden: S corporations 55 Getting Personal: Using an LLC to Achieve Your Goals 56 Running a small business 57 Raising capital for your business 61 Maximizing real estate investments 63 Planning your estate 65 Protecting your personal assets 67 Part 2: Your First Steps: Forming Your LLC 69 Chapter 4: Playing - and Winning - the Name Game 71 Establishing the Best Name for Your LLC 71 Considering naming guidelines 72 Letting the ideas fly 73 Following naming law 74 Determining the Availability of a Name 75 Checking names in your state 75 Getting the name you want with a DBA 76 Conducting a trademark search 77 Going global 78 Protecting Your Name 78 Registering your domain 79 Reserving your name 79 Getting a trademark for your name 80 Completing Your Identity with a Logo 84 Changing Your Name 85 Chapter 5: Choosing the Best State for Your LLC 87 Your State or Not Your State, That is the Question 88 Considering another state for your LLC 88 Forming your LLC in your home state 89 Looking for LLCs out of state 91 Exploring Tax and Privacy Havens 91 Nevada: Clinging to its heyday 92 Wyoming: The birthplace of LLCs 92 South Dakota: Getting serious 93 Delaware: The heavy hitter with the chancery court 93 Working with a State-Required Registered Agent 94 Why you need a registered agent 94 What your agent should do for you 95 How to find an agent 97 Chapter 6: Creating and Filing Your Articles of Organization 99 Making a Few Big Decisions 100 Choosing the initial members 101 Deciding how you want your company to be managed 102 Preparing Your Articles 105 Meeting your state's requirements 106 Putting it all together 110 Choosing who signs 110 Filing Your Articles 111 Dotting your i's and crossing your t's 112 Sending it off 112 Dealing with a rejected filing 114 Considering Formation Companies 115 Chapter 7: Converting Your Current Business into an LLC 117 Considering Conversion to an LLC 118 Navigating the Tax Minefield 119 Converting from a sole proprietorship 120 Converting from a general or limited partnership 121 Converting from a corporation 123 Executing the Conversion 125 If your state allows statutory co