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Limited Liability Companies With Templateshunter

Limited Liability Companies

Presented by the National Association of Tax Professionals

Objectives


• Tax aspects of forming an LLC 
• Operating an LLC 
• Classifications 
• Default classifications 
 Elections for non-default classifications 
• Changing the classifications

LLC—Introduction


• Basic idea 
• LLC=Legal entity, not a tax entity 
• LLC is 
• Separate entity unless disregarded 
• Organized/established under state law 
• Offers liability protection

LLCs—Members

• Called members, not partners/shareholders— regardless of tax treatment selected 
• Members have interests, not shares 
• Basic rights 
• Economic interest 
• Right to receive a share of income, etc. 
• Freely transfer 
• Voting or management rights 
• Not freely transferred 
• Usually requires approval of other members

LLCs—Members

• Members/Persons 
• Defined by state law 
• Can include individuals, partnerships, corporations, trusts, estates, legal entities 
• Can include foreign individuals 
• Management 
• By themselves or by a manager 
• As defined by state law

Operating an LLC

• Articles of Organization 
• Filed with state 
• Name of LLC 
• Must contain LC or LLC 
• Professionals may be required to use PLLC 
• Purpose of the LLC 
• General 
• Specific

Operating an LLC

• Registered Agent 
• Must be state resident 
• Duration 
• Most states require duration stated 
• Management 
• Member managed 

Operating an LLC

• Continuation after a dissolution event 
• Usual dissolution events: 
• Death, dissolution, retirement, resignation, insanity or bankruptcy of a member 
• Must be stated in articles

Operating an LLC

• Operating Agreement—What it must cover 
• Definitions 
• Permitted businesses of entity 
• Management 
• Should detail parameters 
• Member’s rights 
• How to withdraw from LLC

Tax Classification of the LLC

• Default classifications 
• Unincorporated entities 
• Single member LLC 
• Disregarded entities 
• Multi-member LLC 
• Partnership 
• What if the client wants something other than the default?

Late Election

• Rev Proc 2009-41 
• Entity failed to obtain its desired classification solely because Form 8832 was not filed 
• Due date for entity’s tax return has not passed, or 
• All returns were timely filed and consistent with the desired classification 
• Reasonable Cause 
• Three years and 75 days from the effective date has not passed 
• Write across top of Form 8832 “Filed Pursuant to Rev Proc  2009-41”

Eligible Entities

• Election can not be changed within first six (6) months 
• Will be waived if change in ownership greater than 50% 
• Example box 
• Definition of eligible entity 
• Ineligible Entity 
• Organized entities as corps, banking, etc.

Changing the Classification

Examples of permissible “Changes in Classification” 
• Partnership to corporation 
• Corporation to S corporation 
• Not Permitted: 
• Single member to partnership 
• Partnership to single member 
• Corporation to partnership

LLCs

Come to the NATP Booth for a handout on LLC’s

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