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How to Start a Business

Business Entity Selection & Registration for the Small Business Owner
Instructor:
Todd McLeod
56 students enrolled
English [Auto-generated]
Understand business entities
Select the appropriate business entity for an endeavor
Know the differences between the various business entities
Acquire insight into the requirements of different business entities
Gain knowledge into the risks and protections of different entity types
Avoid costly taxation issues that can arise from incorrect entity selection
Understand the importance of keeping separate concerns in business
Understand the corporate veil and avoid piercing it
Understand the nuances of a sole-proprietorship
Understand the nuances of a partnership
Understand the nuances of an LLC
Understand the nuances of a Corporation & an S-Corporation
Understand Ownership & Liability considerations
Understand Management & Control structures
Understand Taxes, Documents, and Capital Contributions

This is one of the most important courses you can take before starting a business.

Whether you are starting a new business or re-evaluating your current business circumstances, you may want or need a “business entity” that is separate from you in the eyes of the law.

The type of structure you choose for your business can be critical to the successful management and growth of your business and can also have important tax implications.

In this course, you will learn all about different entity types and the implications of doing business without one. You will gain a solid introduction to business entities and learn the nuances and differences among them.  You will be more readily informed to discuss your needs with business associates and professionals and be equipped to more confidently choose the structure for your business.

In this course you will gain a thorough understanding about important differences in doing business under different structures, including:

  • Sole-proprietorships

  • partnerships

  • limited-liability company (LLC)

  • corporation (c corp)

  • corporation with an “s” election (s corp)

This course will also introduce you to the advantages and disadvantages of the different entity types so you are more informed and empowered to readily select the entity which is correct for your situation.  

This course will cover:

  • an introduction to business structures

  • the concept of a “separate and distinct” entity

  • the security that can be provided from a separate business entity

  • the risks associated with piercing the corporate veil

  • the structures of different “ownership and management framework

You will also be given an extensive and thorough outline for the course and an easy to understand comparison table that shows the differences in Ownership, Liability, Management/Control, Taxes, Documents, and Capital Contributions associated with the different business structures.

In this course, you will learn:

  • how to create an entity

  • the role of the secretary of state in most states

  • where to go to learn about entities in your state

  • the importance of a trade name and how to create one

  • the importance of an Employer Identification Number (EIN) and how to get one

  • how to make an “S” election for an “S corp”

You will also be given a thorough reference of the documents needed to form a corporation and an LLC.

For many business situations, you can create and register a business entity on your own. If you understand the issues and the process you can decide whether it makes sense to consult with legal counsel for assistance. This course will prepare you to have the basic knowledge to communicate more effectively from an educated perspective and to make better decisions.

We are excited to offer this course to you and know, from our own experience, that the material in this course will be incredibly helpful and valuable to you.

We’re glad you’re here to learn this important information so let’s get started learning!

Introduction

1
Course resources

The course outline is part of the course. Please read all of the descriptions of the videos in the course outline. This is part of the learning process. When you read the descriptions:

  • the concepts you are learning will be reinforced
  • you will learn the material more quickly

In addition, I sometimes provide additional information in the course descriptions. Sometimes I record a lecture, then remember that there is a resource or another piece of information which you should know. Some of these resources and extra pieces of information I include are very valuable.

2
Accelerate Learning

You can increase the speed of videos when you watch them. Not everyone knows this. This is something you should include in the beginning of all of your courses. Watching videos quickly helps many students. It’s not for everybody, but it works for a lot of people. You need your students to know about this. You can also turn on the “tools / document outline” for our course outline.

3
For Educational Purposes

This course is designed for educational purposes. We want to help you understand the concepts and terms related to business entities. What we provide in this course is not legal advice. Depending upon your circumstances, you may want to consult with an attorney when you create your legal entity.

Getting Started

1
What Is A Business Entity?

“Entity” is a strange word, right? Mostly used by lawyers in talking about types of business structures. Historically entities were created for many reasons, but principally they provide a legally recognized method for individuals to enter into business together.

  • Using an entity provides ownership and management structure and rules so owners have some say in how the business they invested in is run.

  • The entity also exists longer than any one owner

    • can continue for years should owners sell their shares

    • the business can continue beyond the lifespan of its creators.

Entities also serve other purposes, including for a single business owner:

  • Separate and distinct

    • If you choose to form a business entity, you are creating an organization that is separate and distinct from its owner(s) – from you.

      • The business exists as a separate being as far as the law is concerned.

Liabilities and obligations of the separate business are that of the business, not the owners. This is the liability shield aspect of having an entity. The business should be treated as separate and have its own name and identity, capital and revenue, bank account, insurance, tax payments, etc.

2
Piercing The Corporate Veil
  • If the entity is not treated as separate from its owner(s), then the law says the entity may be “pierced” and the owners may be held liable.

    • alter ego theory

      • the separate personalities of the shareholder and corporation cease to exist (commingling of funds and assets; treating assets as personal);

      • not following corporate formalities (no meetings, resolutions, paperwork; undercapitalization; officers in name only, etc.)

      • fraud.

3
Rules For Control
  • An entity also provides the ownership and management framework. The various entity types provide different frameworks.

    • You might wonder where these structures come from? The law recognizes entities because they are created by law – by statute passed by each state’s legislature.

    • The state legislatures enacts laws that govern the formation, operation, and dissolution (wrapping up) of business entities.

    • Each state usually adopts a form from a “model code” that was created by a committee of lawyers. This is why the same type of entities exist in each state. However, each state may modify the general model code in various ways, so they are not all exactly the same.

    • The entity can take actions only through its executives and managers who have been authorized by the ownership or management structure in place.

      • If the business needs to pay a bill, for example, the person signing is doing so in his or her corporate capacity (President, CFO, Manager etc.) and has been specifically authorized by virtue of controlling management body and documents.

    • This ensures that the entity is operating as it is designed to do and is separate from its owner(s).

4
Types Of Business Structures

There are a lot of business entity choices applicable to for profit and not for profit businesses.

  • every state is different

There are also entities specific to professionals (e.g., Professional Corporations). This presentation will focus on the two for profit entities most commonly used by small businesses

  • corporations

    • s-corp

    • c-corp

  • limited liability companies (LLCs)

We will also look at

  • sole proprietorships

  • general partnerships

Comparison Table included in the shared folder shows the differences in Ownership, Liability, Management/Control, Taxes, Documents, Capital Contributions. The first row is “Sole Proprietorship” which is actually doing business without business structure.

file: Legal Business Structure Comparison Table

Exercises - Level 1

1
Introduction

Quizzes help you learn the material more quickly. By taking this quiz, you are engaging your mind. By working to recall the material, the material is more deeply integrated. Take this quiz to more quickly learn! Take the quiz now.

Sole Proprietorship

1
Terminology

Sole proprietorship

A sole proprietorship is a term for “doing business as yourself.”

  • There is no legal entity and only 1 owner (i.e., you as the “sole” proprietor).

  • a sole proprietorship is not a business entity

Partnership

If there are two or more persons doing business together without an entity or formal partnership arrangement, the law would likely treat the business as a partnership under the applicable state partnership law.

2
Liability

The owner of a sole proprietorship has personal liability for obligations of the business and funds all of the working capital. But the owner has all of the control and keeps all of the profits.

  • example: Tyler McLeod fish tank cleaner

file: presentation slide 02

3
Trade Name (dba)

Some sole proprietors may want to use a business name for marketing purposes:

  • a descriptive name

  • marketing purposes

  • more professional

In that case, states typically require you to file for the use of a “trade name” with the appropriate state authority – usually the Secretary of State.

  • example:

    • Let’s say Andy Smith started a business picking up dog waste for homeowners in the neighborhood – a pooper scooper business. It’s only a few jobs and his customers pay him cash or make checks out to him personally per the invoices he provides each month. Andy decides to expand and make business cards, place a sign on his car, and send out mailers, schedules, and invoices to his growing clientele under the name Entre-manure.

    • To personally do business under another name most states require him to file this trade name with the Secretary of State.

    • The purpose of filing is so the world knows who you are. The filing will require you to identify the owner/user of the trade name and how he/she can be contacted. Filing also may provide some protection for use of the name depending on the state.

    • Before Andy files (or uses) Entre-manure, he needs to first inquire with the Secretary of State (SOS) whether the name is available. If it is not available, he may need to pick another name depending on SOS rules – and possibly under trademark laws which I will not discuss here. Typically if the name is in use it cannot be used again, in particular for a similar type business. Once the trade name is registered, Andy can do business as Entremanure.

    • This is referred to as “doing business as” or “d/b/a” – Andy Smith d/b/a Entremanure.

Interesting point: a business entity can have a trade name also. The entity might be ACME, Inc. but being doing business as SUPER ACME WONDERFUL

  • It is common for entities to have trade names.

  • When you form an entity, the name must have an “Inc.” symbol for corporation, or “LLC” symbol for limited liability companies.

    • This allows the public to know it is dealing with an entity and so it can look to the SOS for information if needed.

  • If there is no “symbol” then it is likely a registered trade name.

file: presentation slide 03


4
Things To Know As A Sole Proprietor
  • Entre-manure example

    • Personal & business are the same

      • Andy can do business as a sole proprietor<andy can="" do="" business="" as="" a="" sole="" proprietor
        • open a bank account

        • invoice and receive payments

        • engage in promotional marketing activities etc.

    • Taxes

      • Andy files his Entre-manure income on his personal return

        • there is no entity so all income is considered “personal income.”

    • Management

      • Andy is the sole manager and decision maker of the business.

    • Cost & compliance

      • no periodic meetings or keeping records to show how actions were authorized etc.

      • He does not need to pay the upfront fees associated with entity formation, or any ongoing fees renewal or reporting fees his state may require;

        • FYI: entity costs

          • It is not easy to provide a clear picture of costs for incorporating because every state is different.

            • Colorado

            • California:

              • Similar fees of $100 inc., $70 LLC; also a corporations are required to pay a minimum $800 minimum franchise tax.

            • Delaware

              • $300 franchise tax for LLCs and amount for corps depends on shares issued.

    • Liability

      • Andy has unlimited personal liability.

        • If he becomes liable for damage caused to property, people or for a breach of contract, or other reasons, he must pay out of his pocket, and his assets such as car, needed business equipment, and his personal home etc., could be at risk.

        • Depending on the type of business this may not be an issue if insurance can cover the business risks. Remember, if you have business assets such as vehicles and equipment, those are your assets and not the assets of a separate business. You will want to discuss appropriate coverage with an insurance professional that will provide adequate protection – and be sure to understand the costs.

5
Review

Recap of sole proprietorship:

  1. Term used for a single person doing business

  2. There is no entity

  3. Unlimited personal liability for all business obligations (but this risk can be mitigated through insurance)

  4. There is one manager

  5. If a business name is used this is referred to as a trade name (DBA) that must be registered with the state

    1. you do this with the secretary of state

  6. The proprietor is taxed as an individual

Partnerships

1
Understanding Partnerships

A sole proprietorship as we just went over is when a person is doing business as him or herself without an entity. This is a common situation and often individuals doing business are not aware of differences between doing business through an entity or personally. A partnership is if there are two or more people doing business without an entity. In this situation, the partnership act in your state will likely treat the arrangement as a general partnership. Individuals do not always realize this when they are working together. In this situation,

  • control is typically equal among partners unless otherwise arranged by agreement.

  • All partners are liable for the actions of the partnership (joint and several liability) – so it is important to realize you could have personal liability for the actions of another partner under a general partnership.

    • There are ways to address the liability through setting up a more formal arrangement and that would be an instance to consult legal counsel to assist in setting up a partnership.

There are a number of other entity types:

  • LLLPs, LLPs, Coops, PC’s etc.

  • If you want to create something other than a corporation or LLC it is probably a good idea to look into the issues more and consult an attorney.

Exercises - Level 2

1
Sole Proprietorship & Partnership

Quizzes help you learn the material more quickly. By taking this quiz, you are engaging your mind. By working to recall the material, the material is more deeply integrated. Take this quiz to more quickly learn! Take the quiz now.

Understanding Corporations (Inc.)

1
Overview

We’ve seen sole-proprietorships and partnerships. Neither of those organizations are business “entities” - they are not an entity. We are now going to look at a business entity. The corporation is one of the most common business entities. The corporation has had a huge impact upon the development of civilization. For most of the biggest companies you know, chances are good they are a corporation. There are a lot of nuances and details to corporations. We are going to explore some of these nuances and details in this section.

2
Terminology
  • Inc.
    • the symbol for “corporation”
  • C corp & S corp
    • hey are essentially the same thing.  
    • There is no structural or operational difference between an S corp and a regular corporation typically referred to as a C corp.
    • The “S” refers to a tax election that small businesses usually make. The distinctions are a tax election made on a form to the IRS.
      • A regular corporation or C Corp is taxed. What that means is the corporation is taxed – meaning taxed on earnings at the corporate level. Distributions (or dividends) to shareholders are also taxed. Taxed twice. 
      • An S Corp election with the IRS (Form 2553) results in the corporation not being taxed; rather, profits and losses are “passed through” to the shareholder at the individual’s personal income tax rate. Single tax. To qualify the corporation must:
        • no more than 100 shareholders
        • only “allowable” shareholders (basically means individuals)
          • certain trusts, and estates are permitted, but that is beyond this presentation
        • Cannot be partnerships, corporations or non-resident alien shareholders
        • Be a domestic corporation
        • Have only one class of stock
        • Not be an ineligible corporation (i.e. certain financial institutions, insurance companies, and domestic international sales corporations).
  • “close corporations”
    • Some states may allow a small corporate business to elect “close corporation” status
    • allows the owners to operate more as a partnership and avoid corporate formalities.
    • Typically the owners must agree and there needs to be a shareholders agreement.
  • “closely held corporations”
    • a term that is used usually to refer to a small group of shareholders and is private (not publicly traded).
    • There is a specific IRS definition that concerns certain tax treatment of certain small corporate businesses.

file: presentation slide 05-06

3
Structure

This is a familiar organizational structure which provides a balance of power for those involved with a corporation. This familiar structure also provides a method to handle issues that come up regarding liability, management, ownership, etc. Shareholders with power to elect directors have influence over management. This become more complex when you have more shareholders. A corporation is a triangle or 3 prong control structure:

  1. Shareholders
    1. The owners. There can be one shareholder, two, or many. The shareholder provides money/capital and receives shares in return – purchasing shares. There are a defined number of shares issued at creation of the entity (or added later) so if you invested enough to have half the share you then own 50% of the business.
  2. Board of Directors
    1. The owners (shareholders) elect the board of directors and the directors are answerable to the shareholders. The BOD is charged with managing the company – decision makers.  The buck stops with the BOD. However, in that capacity they are not involved in the day-to-day operations. Rather, they appoint officers (President, CEO, Secretary, Treasurer)
  3. Officers
    1. Serve at the pleasure of the Board. Their role is usually defined in some manner in the company bylaws and the state statute may also include definitions or requirements regarding appointment of officers. Often bylaws and statute are the same or similar.

file: presentation slide 07

Formation Of A Corporation (Inc.)

1
Name

The first step is to choose a name and make sure it is not being used. Your state’s corporation office should have an online procedure for you to submit to ensure it is available and permissible. The state office will respond with a yes or know. If your name is rejected and you are uncertain of the reason, you should feel free to inquire to get clarification. They may have made a mistake.

2
Articles Of Incorporation (AOI)

The Articles of Incorporation (AOI) is the foundational document or sometimes referred to as the “charter.”

  • The information is usually very basic.
  • You can amend the articles later if needed, but the information in the business’ creating document must be accurate. Most states have automated the process. States do vary in the information that is required and fees charged.
  • You can search online for examples of AOI, though these should only be viewed as examples and what you may need will depend upon your circumstances and your state. Look at the requirements of the state you are filing in, most likely described on the SOS website, with any form you may choose to use to make sure it is includes the correct information. It may be that your state has a form you are required to complete.

Typical information:

  • Business name (of course)

  • Business address

  • Duration is perpetual

  • Purpose – “to engage in any lawful activity”

  • Registered Agent – name and address of the person (or business) who can accept legal documents.  (Once sent or “served” on the RA deemed received by the corporation.  RA’s have certain duties to the corp so important to know the person can live up to those duties).

  • Stock - may need to include the number of shares authorized to issue (not issued), classes of stock if there are any, and value of each share. The number is basically arbitrary.

Authorized Shares refers to the number of shares the corporation is allowed to issue per the AOI.

  • 10 million is a common number.

  • Allows a significant reserve so you don’t have to go through process to allow more authorized shares; makes per share price lower; and used by tech start-up that award stock options or seek venture capital; but it is a good rule of thumb; (if in Delaware may need to consider tax based on number of shares).

Issued and Outstanding Shares refers to the number of shares that have been issued and are considered outstanding.

  • The amount issued will be addressed in the corporation’s initial Board resolution.  If sole shareholder maybe issue 2 million.

Incorporators – Usually are identified or sign the document.

  • This shows who was responsible for incorporating the entity.  

  • If Directors are named (usually only if required) they may also need to sign.

Other

  • The protections afforded by the corporation do not apply to pre-incorporation activity.

file:


3
Employer Identification Number (EIN)

Just like every “human entity” has a unique identifying number - their social security number - so too every “business entity” needs to have a unique identifying number - their Employer Identification Number (EIN). You can submit an EIN online, or you can use a paper form.

  • 1-7 Name, address information.
    • You likely only include Entity name and trade name if applicable, and address of the business. Also must include the name of “responsible party” which is defined in the instructions. Basically, for a nonpublic new corporation, it is a person with control over the business.
  • 8 Identify whether the entity is an LLC and the number of members; per the instructions, if owned Individual and his/her spouse in a community property state, may be able to put 1
  • 9 check the corporation box if applicable and the tax form such as 1120S or 1120; if you put 1120S, you must have the S election form timely filed
  • 10 Starting new business (“law service”; bakery)
  • 11 Date filing articles
  • 12 December is tax closing month

file:


4
Bylaws

The bylaws serve to set the structure of the operation and control of the organization (i.e., the rules of the corporation). Bylaws typically include

  • officers
    • designation of officers
    • define the roles of each officer
  • board of directors
    • the number of seats on the board of directors
    • how vacancies are filled
    • terms of each appointment
    • etc.
  • committees
    • purpose of the committee
    • how created
  • meetings
    • the schedule of regular board of director meetings and for shareholders
    • how special meetings are called, notice requirements for meetings etc.
  • amendments
    • how to amend provisions of the bylaws.

Even if you are sole owner, you have to treat the business as a corporation - this means:

  • annual meetings
  • create resolutions of actions that have taken place at the meetings
  • appointment of directors and officers each year, etc.

The formalities are the hassles you will have to contend with from time to time (as opposed to sole proprietorship or LLC).

files:

  • Google: “corporate by law examples” or “corporate by-law template”
5
Initial Board Resolution

A “Resolution” is a document that records actions/decisions of the Board. This is part of the corporate formalities requirement. If the business is truly an independent entity, it can only act in accordance with its structure and bylaws. The Board makes decisions and the Resolution memorializes that. Per the bylaws, the Board is to hold a meeting to make decisions; however, the bylaws should also provide that action can be taken by written consent without a meeting.

The initial resolution typically includes at a minimum:

  1. ratifies the appointment of directors
  2. ratifies the AOI
  3. adopts the bylaws
  4. directs the issuance of shares and identifies each shareholder, number of shares, and price
  5. confirms the form of the stock certificate that will evidence issuance of the shares
  6. election of officers

files:

  • Google: “initial board resolution example form”

6
Stock Certificates

This is the document that provides evidence of ownership. The Board approves the form and seal on the certificate. The Secretary should record ownership information on the stock ledger from the start of the business and any changes made after. The certificate is a form of evidence so if there is more than one shareholder the person has proof of shares owned. The certificate typically includes:

  • Name of the Corporation
  • State of Incorporation
  • Date Incorporated
  • Number and Class of Shares Issued
  • Registered Number of Certificate
  • Name of Shareholder
  • Date Certificate Issued
  • Authorized Signatures
  • Corporate Seal

files:

  • Google: “corporate stock certificate example”

7
Shareholder Agreement

These agreements are typically found in “closely held” corporations. (reminder: a “closely held” corporation is a non-public corporation with few shareholders). The document essentially defines the relationship among shareholders concerning control and ownership issues. Example issues that are addressed in the shareholder agreement:

  • Voting rights
  • Minority shareholder rights
  • Restrictions on transfer
    • including Death, disability, divorce, bankruptcy, retirement etc.
  • Rights of first refusal
  • Valuation of shares
    • determining purchase price
  • Dispute resolution
  • Restrictive covenants

Subscription agreement

  • This is essentially an agreement between the corporation and the buyer of shares to sell/buy shares at a certain price subject to any number of conditions. There are also other provisions aimed at security law compliance.

files:

  • Google: “corporate shareholder agreement example”

8
Review

Formation and documents:

  1. Select and confirm name availability
  2. File articles of incorporation (be sure to check with the SOS office to know what information must be included and how to file) and pay associated fees
  3. Obtain EIN (IRS)
  4. Prepare bylaws
  5. Prepare initial Board resolution
  6. Issue stock certificate(s)
  7. Prepare stock register
  8. File S election form within 75 days
  9. Other documents may include
    1. shareholder agreements
    2. subscription agreements

Next Steps:

  • Open a bank account
  • determine state law requirements for any registration with labor agencies
  • business license requirements

Exercises - Level 3

1
Corporations

Quizzes help you learn the material more quickly. By taking this quiz, you are engaging your mind. By working to recall the material, the material is more deeply integrated. Take this quiz to more quickly learn! Take the quiz now.

Limited Liability Company (LLC)

1
Overview

Corporations and partnerships have been around for hundreds of years. The LLC is a relatively new creation. It combines the concepts of partnerships and corporations.

  • Partnerships essentially operate as the partners determine. There are no shareholders, board of directors, officers, or other formalities.
  • Corporations have the “separate entity” aspect, as do LLC’s.

Some advantages of an LLC

  1. flexible management like a sole proprietorship or partnership
  2. no corporate formalities and avoid triangle control structure
  3. limited liability; pass-through taxation

Things to know

  • Owner is a “member.”
  • Ownership is of “units” (not shares of a corporation).
  • Management is determined by the owner(s)
  • Manager managed vs. Member managed
    • Contrast President, Secretary, Treasurer etc.
  • Like a corporation – must file formation document and maintain corporate documents

file: presentation slide 09

Formation of an LLC

1
Name

Same as with corporations: The first step is to choose a name and make sure it is not being used. Your state’s corporation office should have an online procedure for you to submit to ensure it is available and permissible. The state office will respond with a yes or know. If your name is rejected and you are uncertain of the reason, you should feel free to inquire to get clarification. They may have made a mistake. For your LLC’s name, you must include “LLC” after the name. For example, “Acme, LLC”. You could also write it any of these ways:

  • Acme, LLC
  • Acme, L.L.C.
  • Acme LLC

As “Acme LLC” is an entity, it could also file for a “DBA” trade name. For instance, I could have “Acme LLC” which was doing business as “Grand Fish Tank Cleaners of The World”.

2
Articles of Organization (AOO)

A creation document similar to Articles of Incorporation. Requirements vary by state. However, this is the originating document that typically identifies

  • the entity name
  • initial incorporators
  • purpose of the business
  • business location
  • registered agent information
  • whether the organization is member or manager managed

This should be available on the secretary of state or equivalent websites, but information to show control or identity of owners or managers may be limited.

files:


3
EIN

Same as with corporations: Just like every “human entity” has a unique identifying number - their social security number - so too every “business entity” needs to have a unique identifying number - their Employer Identification Number (EIN). You can submit an EIN online, or you can use a paper form.

file:

4
Operating Agreement

This is the operative document that controls the operation of the entity.  It is analogous to corporate bylaws or a partnership agreement (or combination of bylaws and shareholder agreement).  This document usually is not on the secretary of state websites and may change as members are added or removed.

Example issues that are addressed in the operating agreement:

  • Member vs. Manager managed
  • Powers of manager or members
  • Voting rights
  • Profit and loss distribution
  • Determination of interest of units (dollar value)
  • Limitations on transferring units
  • Buy/Sell provisions
  • How to amend provisions of the operating agreement
  • Adding new members
  • Dilution
  • Meetings and notice requirements
  • Dissolution

Operating Agreements are not necessary for the entity to be formed and exist, and in fact people often skip this step especially when it is just one person.  If there is more than one member it is highly recommended to have an Operating Agreement, and single owner should also.  Reasons:

  • The organization and its rules are defined.  If the rules are in writing and followed this establishes the separate nature of the business organization from its owner. Also important to establish how funds are contributed and distributed to the owner.
  • Addresses what happens if the owner becomes disabled or deceased.  It may be difficult for your family to carry on with the business or wrap it up if the process is not in place in advance.
  • If there is no agreement, the state statute rules will apply, so you should be familiar with them.

file: example operating agreement

5
Tax Considerations
  1. Pass-through taxation
    1. A single-member LLC is taxed like a sole proprietorship – like you are doing business as yourself.
      1. For single member the IRS has a “disregarded entity” status so this is easier than having to file a corporate or partnership return.
    2. More than one member taxed like a partnership.  The LLC is not taxed but the member or members are.  This is what is meant by “pass-through taxation.”
      1. If there is more than one member taxes are filed like a partnership using the designated IRS form and the business has to generate Schedule K-1 forms showing income and losses.
  2. Some states may require franchise taxes or have different annual or periodic reporting requirements for LLCs vs. Corporations so important to check with SOS.
  3. There may be other tax advantages or disadvantages concerning taxation of profits distributed or not; property tax exemptions, or employment-related taxes that should be considered with consultation with a tax professional.

Exercises - Level 4

1
LLC

Quizzes help you learn the material more quickly. By taking this quiz, you are engaging your mind. By working to recall the material, the material is more deeply integrated. Take this quiz to more quickly learn! Take the quiz now.

Demonstrations

1
Getting an EIN

Here is a hands-on demonstration of getting an EIN.

file:

2
Articles of Incorporation Filing

Here is a hands-on demonstration of filing articles of incorporation.

3
S Corporation Election

Here is a hands-on demonstration of making an S corporation election with the IRS.

file:

Farewell

2
Questions To Ask Yourself

Did you do your best? Did you work hard? Were you honest? That’s all we can ask of ourselves and others. If you answer yes, then you did a good job.

3
Great Job!

I really believe in the power of education. As an individual improves their own life, they improve the world. We commend you for going all of the way through this course. Great job. You have done wonderful work. By learning the material in this course, you have improved your knowledge and, in so doing, your have made the world a better place.

You can view and review the lecture materials indefinitely, like an on-demand channel.
Definitely! If you have an internet connection, courses on Udemy are available on any device at any time. If you don't have an internet connection, some instructors also let their students download course lectures. That's up to the instructor though, so make sure you get on their good side!
4.3
4.3 out of 5
4 Ratings

Detailed Rating

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