Nolo’s Guide to Single-Member LLCs: How to Form & Run Your Single-Member Limited Liability Company (Nolo's Guide to Single Member Llcs)

Updated to include information on the Tax Cuts and Jobs Act, including the 20% pass-through deduction available to SMLLC owners Single-member LLCs are the new business entity of choice for small businesses with one owner. Easy to form and operate, Single Member LLCs combine some of the most desirable features of older, more traditional business structures like corporations, partnerships, and sole proprietorships. With a Single Member LLC, you get personal liability protection, pass-through taxation, and flexibility of management. This book provides an overview of everything you need to know about Single Member LLCs, including: what forms and documents you need to create an SMLLC how to initially fund an SMLLC what your options are for managing an SMLLC how to prepare taxes for an SMLLC what kinds of records you need to maintain for your SMLLC, and liability issues specific to SMLLCs. Nolo’s Guide to Single-Member LLCs has all the essential information you need to decide whether an SMLLC is the right choice for your business. The book includes a sample operating agreement and written consent forms as well as tips and examples throughout to help clarify the most important points. Cover Title Page Table of Contents Introduction: Your Single-Member LLC Guide 1: LLCs and Business Structure Basics Why an LLC? Protection From Personal Liability The “Novelty” of Single-Member LLCs Business Structures and Personal Liability 2: Taxation of SMLLCs Default Pass-Through Tax Treatment Electing Corporation Tax Treatment Electing S Corporation Tax Status State Income and Franchise Taxes Employer Taxes Sales and Excise Taxes LLCs Owned by Spouses in Community Property States 3: Forming Your SMLLC: An Overview Can I Form a Single-Member LLC? Naming Your SMLLC Managing Your SMLLC Articles of Organization The Operating Agreement Getting an Employer Identification Number Professional Limited Liability Companies (PLLCs) Additional Resources 4: Financing, Conversion, and Dissolution Capital Contributions and Capital Interest Distributions Converting a Preexisting Business to an SMLLC Dissolving and Winding Up Your SMLLC 5: Liability Concerns for SMLLCs Piercing the Limited Liability Company Veil Distinguishing Yourself From the Business Fraud or Injustice Are SMLLC Assets Protected From Personal Creditors? 6: Running Your SMLLC: Additional Tasks Establishing a Business Bank Account Filing Annual Reports Paying State LLC Taxes Business Permits and Licenses Fictitious or Assumed Name (DBA) Certificates Trademarks and Service Marks Liability Insurance Doing Business in Other States Employees 7: Financial Record Keeping and Written Resolutions Financial Record Keeping Other Records SMLLC Meetings and Resolutions Why Keep Good Records? Appendix A: Sample Operating Agreement for a California Single-Member Limited Liability Company (Manager-Managed) 1. Preliminary Provisions 2. Management Provisions 3. Membership Provisions 4. Tax and Financial Provisions 5. Capital Provisions 6. Dissolution Provisions 7. General Provisions 8. Signatures of Members and Spouses of Members Appendix B: Resolutions for a Single-Member LLC Written Consent for Sole Member to Open a Bank Account and Borrow Money Written Consent Granting Authority to Sole Member to Purchase Real Estate Written Consent of Sole Member Granting Authority to Another Person Written Consent of Sole Member Rescinding Authority Written Consent of Sole Member Delegating Authority to Rent Business Space Appendix C: Using the Downloadable Forms on the Nolo Website Editing RTFs List of Forms Available on the Nolo Website Index Book Registration Additional Small Business Resources at Nolo.com Easy to form and operate, SMLLCs combine some of the most desirable features of older, more traditional business structures like corporations, partnerships, and sole proprietorships. Steingold provides an overview of everything you need to decide whether an SMLLC is the right choice for your business.