Limited Liability Company (LLC)
A Limited Liability Company (“LLC”) is a hybrid entity that contains favorable aspects of both corporations and partnerships. The fundamental characteristic that an LLC shares with corporations is that Nevada statutes protect LLC owners from the debts and liabilities of the company; however, unlike a corporation, an LLC has the option of pass-through income taxation similar to a partnership, thus avoiding double-taxation.
At first glance, setting up an LLC appears simple and it is a regularly used mechanism in business planning & entity formation. First, the owner or owners must select a name unique to the jurisdiction they are entering. Second, designate the registered agent in Las Vegas who will receive notices and subpoenas on behalf of the LLC (The Marshall Law Office serves as the resident agent for many of its clients). Third, prepare and file Articles of Organization with the Secretary of State and pay the required fees. Thereafter, the Initial List of Managers must be filed and annual administration must be performed to maintain active status.
What the simple three-step process above does not show are the various planning and structuring opportunities available to LLC owners. While setting up an LLC without an attorney is possible, it is also very risky because State statutes and Federal tax code have default rules for an LLC which can disadvantage the owners. As a result, The Marshall Law Office can advise you regarding establishing an LLC and preparing an Operating Agreement that is customized to your specific needs. Such options include:
- Member-Managed versus Manager-Managed,
- Voting Shares versus Non-Voting Shares,
- Foreign LLC versus Domestic LLC,
- Tax Considerations (Disregarded Entity, Partnership, C Corporation, S Corporation),
- Estate and Gift Planning with an LLC,
- Series LLCs, and
- LLC Dissolution.
A partnership is an association of two or more persons who carry on as co-owners of a business for profit. This broad definition makes a partnership an entity that is simple to form while retaining some of the most complex state and tax laws regarding the results and implications of owning a partnership. Individuals may mistakenly enter into a partnership arrangement without so intending and, in the absence of legal advice, this can have devastating consequences such as unlimited exposure of the partners for the debts and liabilities of the partnership.
Outside of specialized circumstances and requests, The Marshall Law Office advises against forming general partnerships considering the business needs of the owners can often be better met through other flow-through entities that will limit liability, such as an S-Corporation or an LLC.
A corporation is a legal entity that has been incorporated in accordance with state statute. Corporations have legal rights and liabilities that are distinct from their employees and shareholders, and may conduct business as either a profit-seeking business or not-for-profit business. Corporations include the following entities:
- C Corporations
- S Corporations
- Private Corporations
- “Closely Held” (per IRS) or Close Corporations (per State Statute)
- Benefit Corporation (Available in Nevada as of Jan. 1, 2014)
- Personal Holding Company
- Personal Service Corporation
The Marshall Law Office has experience advising clients regarding the formation and operation of Corporations, including preparing the articles of incorporation and bylaws, drafting the annual minutes, and handling sales, acquisitions, and dissolutions.
Good paper makes great friends! The Marshall Law Office assists its clients with several contractual matters as part of its business planning & entity formation practice. Examples of regular requests from clients include:
- Contract Review
- Operating Agreements
- Corporate Bylaws
- Lease Agreements
- Buy/Sell Agreements
- Manufacturer/Distributor Agreements
- Employment Contracts
- Independent Contractor Agreements
- Advanced Estate Planning Agreements
- Joint Venture Contracts
Civil & Commercial Litigation
Plaintiff or defendant, The Marshall Law Office is ready to serve you in a wide range of civil and commercial litigation. Whether you are going through a contract dispute or are forming a business, have The Marshall Law Office guide you through the entire process.
No matter your business planning & entity formation needs, The Marshall Law Office can help guide you through the entire process and make complex matters seem simple and easy to understand.