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What would the difference be between a single member LLC and a multi-member LLC be for new LLC filings in CA?

Fresno, CA |
Attorney answers 3

Posted

The LLC members are the shareholders/owners of the LLC, and the members get share certificates, which are like stock certificates. LLCs are often managed by those same members, like corporate directors.

The LLC's Operating Agreement is its governing document, spells out who has what ownership/membership share and what responsibility, how members can be added or how they resign, how profits are distributed, etc. etc.

Please see the guide linked below to familiarize yourself with the various choices in starting a business. Then hire a business lawyer to make sure your choice makes sense and the procedures are done right.

Disclaimer: Please note that this answer does not constitute legal advice, and should not be relied on, since each state has different laws, each situation is fact specific, and it is impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue. This answer does not create an attorney-client relationship.

Posted

From a federal tax perspective, a single member LLC is called a disregarded entity and as such you do not have to file a corporate tax return. You just have to report the LLC income on your individual Form 1040, Schedule C. This would make things simpler in the beginning and probably less costly. You must consult a CA attorney for CA tax treatment, filing requirements and annual fees.

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Posted

One of the previous answers mentions the fact that a Single Member LLC ("SMLLC") is a "Disregarded Entity" for Federal Income Tax purposes. This can be an advantage, as not having to prepare and file partnership tax returns can produce a saving of accounting fees. One of the reasons people form LLCs is to secure protection from creditors. In most states the LCC act contains language that the remedies available to a creditor of a member are limited to a "Charging Order" which is like a garnishment. If California has such language in its act (I'm not licensed in California, you would be better advised to check with a California lawyer) it is possible that a creditor of yours could only get a lien on distributions from your LLC, as opposed to taking away your ownership. A Colorado bankruptcy court, ruling on a SMLLC in that situation held that, because there was only one member, the "charging order sole remedy" rule made no sense, and permitted the creditor to force liquidation of the assets in the LLC, and distribution of the proceeds to satisfy the debt.

SMLLCs can be useful in estate planning and in other ways, if you're not particularly concerned about the Colorado Bankruptcy Court opinion.

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