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LLCs compared to sole proprietorships
and partnerships
This section outlines the advantages
and disadvantages of an LLC as compared to a sole
proprietorship and partnership.
Advantages:
Owners are not personally responsible
for company debts. This is the most important
aspect of an LLC. In a sole proprietorship and
partnership, the owners are personally responsible
for the debts of the business. If the assets of
the sole proprietorship or partnership cannot
satisfy the debt, creditors can go after each
owner's personal bank account, house, etc. to
make up the difference. By contrast, if an LLC
runs out of funds, the owners are usually off
the hook.
Please note that under certain circumstances,
an individual member may be liable for the debts
of an LLC. These circumstances include:
-If a member personally guarantees a debt.
-If the LLC fails to have a separate bank account
and personal funds are intermingled with LLC funds.
-If the LLC has minimal capitalization or minimal
insurance.
-If the LLC fails to pay state taxes or otherwise
violates state law.
Easier to raise money:
An LLC has many avenues to raise capital. It can
admit new members by selling membership interests,
and it can create new classes of membership interests
with different voting or profit characteristics.
Plus, investors will rest assured that they will
not be personally liable for company debts.
Ease of transfer:
Ownership interests in a limited liability company
may be sold to third parties without disturbing
the continued operation of the business. The business
of a sole proprietorship or partnership, on the
other hand, cannot be sold whole; instead, each
of its assets, licenses and permits must be individually
transferred. New bank accounts and tax identification
numbers are also required.
Disadvantages
Cost:
LLCs cost more to set up and run than a sole proprietorship
or partnership. For example, there are the initial
formation fees, filing fees and annual state fees.
These costs are partially offset by lower insurance
costs.
Formal organization:
Although an LLC requires less formalities than
a corporation, there is still more paperwork involved
than a sole proprietorship or partnership. A sole
proprietorship or partnership can commence and
operate without any formal organizing procedures;
not even a hand written agreement is required.
Separate records:
In order to maintain the separate form of the
LLC and maintain the liability protection of its
members, the owners of the LLC must carefully
maintain separate records and keep their personal
business separate from the LLC's business. Even
more importantly, the LLC's money should never
be intermingled with personal money.
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