Anthony Mancuso - Form Your Own Limited Liability Company

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12th Edition

Attorney Anthony Mancuso

ISSN: 2167-5708 (print)

ISSN: 2329-8561 (online)

ISBN: 978-1-4133-2890-5 (pbk)

ISBN: 978-1-4133-2891-2 (ebook)

This book covers only United States law, unless it specifically states otherwise.

Copyright 19962021 by Anthony Mancuso. All rights reserved. The NOLO trademark is registered in the U.S. Patent and Trademark Office. Printed in the U.S.A.

No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise without prior written permission. Reproduction prohibitions do not apply to the forms contained in this product when reproduced for personal use. For information on bulk purchases or corporate premium sales, please contact .

Please note

Accurate, plain-English legal information can help you solve many of your own legal problems. But this text is not a substitute for personalized advice from a knowledgeable lawyer. If you want the help of a trained professionaland well always point out situations in which we think thats a good ideaconsult an attorney licensed to practice in your state.

The author thanks Christine Mathias for editing and organizing the material for this edition. A special thanks to the entire Nolo crew for producing and publishing this book.

Anthony Mancuso is a corporations and limited liability company expert. A graduate of UC Hastings College of the Law in San Francisco, Tony is an active member of the California State Bar, writes books in the fields of corporate and LLC law, and has studied advanced business taxation at Golden Gate University in San Francisco. He is currently employed at Google.

Tony is the author of many Nolo books on forming and operating corporations (profit and nonprofit) and limited liability companies. Among his current books are Incorporate Your Business; The Corporate Records Handbook; How to Form a Nonprofit Corporation; Nonprofit Meetings, Minutes & Records; LLC or Corporation?; and Your Limited Liability Company: An Operating Manual. His books have shown businesses and organizations how to form and operate a corporation or LLC for decades.

Tony is a licensed helicopter pilot and guitarist.

For links to his books and electronic titles, go to www.nolo.com/law-authors/anthony-mancuso.html.

Running a business is an exciting experience. It may mean pursuing a lifelong passion, investing in a creative opportunity, or just formalizing an already flourishing venture. But along with the excitement come new responsibilities: choosing the type of business entity that best suits your needs, understanding how to follow the legal and tax requirements for forming that entity, and working with business partners and associates to make decisions that everyone can agree on, to name a few. At the same time, youre probably trying to do it all without breaking the bank. And if youre considering forming a limited liability company, or LLC, you doubtlessly have another important consideration: limiting your personal liability for business debts or claims.

This book gives you the information and forms you need to make an informed choice on whether to form an LLC, either from scratch or by converting an existing business.

Both the printed copy and eBook versions of this book include blank versions of the forms in .

This book also provides helpful information and forms for existing LLCs, such as information about ongoing legal formalities and instructions for preparing minutes of LLC meetings.

Readers who decide to set up business as LLCs will find information on how to form one in their states. Youll learn:

which state administrative offices to contact

how to prepare standard organizational and operational documents to get your LLC started, including LLC articles of organization and an LLC operating agreement, and

how to comply with legal rules for your state.

The typical candidates for forming an LLC are business associates, friends, or family members who decide to pool energies and resources to own and operate a business. With few exceptions, all types of businesses may form an LLC. You may even form one LLC to engage in several businessesfor example, furniture sales, trucking, and redecorating all under one legal, if not physical, roof.

There are many advantages to forming an LLC, as explained in Top Ten Questions About LLCs in . Are there any disadvantages to forming an LLC? Not many. Just a few forms and fees. This book alerts you to pitfalls you may encounter along the way and provides instructions on how to fill in all the necessary paperwork. And when theres a question about whether you need an experts advice on a particular legal or tax issue, we are quick to point it out. Dont let the small print stop youmost LLCs organizers do not have to worry about the finer points of LLC law and taxation when they form an LLC; and if they run into complexities later, they can find a legal or tax expert to help them out.

In general, however, we recommend checking with a small business tax or legal adviser before taking the plunge and filing your papers with the state. Expert advice will ensure that an LLC is your best choice, that you have up-to-date state-specific information, and that you have considered all legal and tax angles that apply to your business.

We are confident that a careful reading of this book can help make you an informed LLC organizer, manager, and member. We wish you all the best on the road to forming and running a successful LLC.