What is an LLC? Limited Liability Company


The clerk of the district Limited Liability, immediately upon the expiration of the time fixed for the filing of claims, shall notify the trustee or receiver of the filing of the claims. The trustee or receiver shall inspect the claims and within 30 days notify each claimant of his or her decision. The trustee or receiver may require all creditors whose claims are disputed to submit themselves to an examination in relation to their claims, and to produce such books and papers relating to their claims as the trustee or receiver requests. The trustee or receiver may examine, under oath or affirmation, all witnesses produced before him or her regarding the claims, and shall pass upon and allow or disallow the claims, or any part thereof, and notify the claimants of the determination. Members’ application for injunction and appointment of receiver when company mismanaged. Any person is admitted as a member pursuant to a provision of the operating agreement providing for the admission of a person as a member after there is no longer a member of the company.


A corporation is more formal, involving bureaucracy, ongoing paperwork, and stricter reporting than an LLC. There are shareholders instead of members, and stock is issued to raise money. In addition, you must elect a board of directors to lead operations.

Filing as a single-member LLC

BizFilings can assist with the obtainment of your company’s EIN number from the IRS on your behalf. Simply fill out our Federal Tax ID EIN online order form. If you think you can benefit from the combined features of using an LLC to own and operate your small business and then having it be taxed like an S corporation, evaluate the election of S Corp tax status for your LLC. From double taxation to self-employment tax, this article will identify the key considerations. To determine whether your LLC needs to foreign qualify in a certain state, it is best to seek the legal advice of an attorney. Although generally easier to form than a corporation, there are some administrative and compliance tasks to be done.

  • Companies with different profit centers can also use series LLCs to segregate and shield each business operation.
  • A limited-liability company may, but is not required to, adopt an operating agreement.
  • You may also need to file an affidavit of publication with your state.
  • Establishes a public record from which the name of the limited liability company using the name can be identified.
  • A foreign limited liability company may obtain a certificate of authority to transact any business purpose except banking and insurance .
  • Dissolution by decree of court; termination of series by decree of court.
  • NRS 86.131Applicability of chapter to foreign and interstate commerce.

Every matter and thing by this chapter required to be done by receivers or trustees shall be good and effectual, to all intents and purposes, if performed by a majority of them. The rights of a member set forth in this section may be exercised by a noneconomic member if specifically set forth in the articles of organization or the operating agreement. Filing and effectiveness of articles of dissolution; powers of trustees of dissolved company. Nothing in this section shall be so construed as to lengthen any shorter statute of limitations otherwise applicable provided that no provision of this chapter or other specific statute has the effect of applying any statute of limitations that is longer than provided in this section with respect to any such remedy or cause of action.

Filing as a corporation

A limited liability company is a corporate structure that protects its investors from personal responsibility for its debts or liabilities. While limited liability separates and protects personal assets from business assets, unlimited liability means that the shareholder or partner assumes all liability for the company’s success. If the company becomes insolvent, the unlimited liability partner would be responsible for repaying all debts to creditors. “Membership interest” or “interest” means a member’s rights in a limited liability company, collectively, including the member’s share of the profits and losses of the limited liability company, the right to receive distributions of the limited liability company’s assets, and any right to vote or participate in management.

Limited liability is especially desirable when dealing in industries that can be subject to massive losses, such as insurance. Overall, it is the flexibility of an LLP for a certain type of professional that makes it a superior option to many other corporate entities. The LLP itself is a flow-through entity for tax purposes, which is also an option for LLCs. With flow-through entities, the partners receive untaxed profits and must pay the taxes themselves. Without limited liability as a legal precedent, many investors would be reluctant to acquire equity ownership in firms, and entrepreneurs would be wary of undertaking a new venture.

Limited Liability Companies (LLC) – California

Except as otherwise specifically permitted by the articles of organization, the total assets of the series would be less than the sum of the total liabilities of the series. Except as otherwise specifically permitted by the articles of organization, the total assets of the company would be less than the sum of its total liabilities. At the request of the registered agent, may be provided electronically. Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

  • These members can act on the company’s behalf so long as they adhere to the operating agreement.
  • If you think you can benefit from the combined features of using an LLC to own and operate your small business and then having it be taxed like an S corporation, evaluate the election of S Corp tax status for your LLC.
  • Limited liability companies are hybrid entities that combine the characteristics of a corporation with those of a partnership or sole proprietorship.
  • Articles of merger operate as an amendment to the limited liability company’s articles of organization.
  • Adherence to the notion of the limited-liability company being an entity separate from the person would sanction fraud or promote manifest injustice.
  • This form of management may be desirable for large LLCs with many members, or where some members only want to be passive investors in the business.

An LLC operating agreement is a contract that outlines the guidelines and details of an LLC. The operating agreement, which is required to have in place, is written by the LLC members during the first meeting. Our Compliance Kit and Seal service provides template agreements. Member-management is the normal default rule of state law. This means that if managers are not selected in the Articles of Organization LLC forms, the members will direct the affairs of the LLC. LLCs can also elect to be taxed like corporations, where the profits of the LLC are taxed at the business level.

International business using an LLC

“Person” means a natural person, corporation, partnership, limited partnership, domestic or foreign limited liability company, joint venture, trust including a common law trust, business trust, statutory trust, voting trust, or any other form of trust, estate, or association. The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a limited liability company name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected partnership or limited partnership that is made after the change in name.

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