The LLC is typically the best choice for smaller entities. The LLC structure provides a great deal of ownership flexibility in that an LLC may have any number of Members (owners) including non-US citizens and subsidiary companies. LLCs are also able to distribute several different classes of stock or ownership interest. However, their owners are typically required to pay a self-employment tax.
With the proper planning, limited liability companies can exist for generations. S-Corps continue to exist even if the owners or majority shareholders leave or pass away. C-Corps continue to exist even if the owners or majority shareholders leave or pass away. Non-Profit organizations and institutions survive after their directors leave. Sole Proprietorships do not exist when the owner quits or passes away.
An LLC that does not want to accept its default federal tax classification, or that wishes to change its classification, uses Form 8832, Entity Classification Election (PDF), to elect how it will be classified for federal tax purposes. Generally, an election specifying an LLC’s classification cannot take effect more than 75 days prior to the date the election is filed, nor can it take effect later than 12 months after the date the election is filed. An LLC may be eligible for late election relief in certain circumstances. See About Form 8832, Entity Classification Election for more information.
LLCs have fewer ongoing requirements compared to their corporation counterparts. For example, an LLC is not required to keep minutes or hold annual meetings. An LLC also does not have a board of directors, and isn't is held to the same record keeping standards of a corporation. Keep in mind that the state of incorporation in will have its own set of annual requirements. That includes filing the required business licenses and permits, which vary from state to state. Be sure to check in with your Secretary of State to ensure you don't accidentally miss any required filings.
When the dissolution filing becomes effective, the business may not carry out any activities except those appropriate to wind up and liquidate its affairs. You also must file the appropriate dissolution forms with the Department of Revenue, Department of Workforce Development and the Attorney General in order to avoid tax consequences and additional liabilities.
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It should also be noted that the state of New York requires limited liability companies to comply with an unusually strict set of publication requirements. In addition to publishing notices in two papers in the county in which your business is forming, you will also be required to provide proof of this to New York’s Department of State within 120 days of becoming officially recognized as a business. Failing to do so can result in suspension of your right to conduct business in the state.
Limited liability companies must pay state fees during the incorporation process. These fees can be deducted from taxes. S-Corps must pay state fees to legally incorporate. These fees can be deducted from taxes. C-Corps must pay state fees to become legally recognized. These fees can be deducted from taxes. Non-Profits pay state fees when they incorporate. These fees can be deducted from taxes. Since Sole Proprietorships aren't incorporated entities, they don't pay formation or compliance fees.
The first step in forming an LLC is to file your company’s Articles of Incorporation with the state in which you are looking to establish your business. Once this has been completed, it is recommended that you take the time to develop a formal set of documents that will explicitly outline the ownership and management structure of the business, as well as establish your initial bank accounts.
North Carolina a corporation must contain the word "corporation", "incorporated", "company", or "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd."; a limited liability company must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC", or the combination "ltd. liability co.", "limited liability co.", or "ltd. liability company"; a limited partnership that is not a limited liability limited partnership must contain the words "limited partnership", the abbreviation "L.P." or "LP", or the combination "ltd. partnership"; a limited liability limited partnership must contain the words "registered limited liability limited partnership" or "limited liability limited partnership" or the abbreviation "L.L.L.P.", "R.L.L.L.P.", "LLLP", or "RLLLP"; a registered limited liability partnership's name must contain the words "registered limited liability partnership" or "limited liability partnership" or the abbreviation "L.L.P.", "R.L.L.P.", "LLP" or "RLLP". North Carolina General Statutes § 55D‑20