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An LLC is usually formed with the intent that the owners will be the same from the beginning to the
end. There is no stock in an LLC. The ownership is represented by 100% membership interest.
An LLC is an appropriate entity to use when you have investment real estate. If you have a rental
property, it is a good idea to put it into an LLC. The reason is that if the tenant slips and falls
and sues you, he will sue the LLC and not you individually.
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If you intend on setting up an LLC, the
lease should be in the name of the LLC and the tenants checks should be payable to the LLC. The tenants
should have no doubt that the owner is not you, it is a company. An LLC can be treated like a corporation
for tax purposes. It can have the same flow through attribute an S corporation is allowed. It can also have
a closed status, like a C corporation. There is no record keeping requirements with an LLC. There is no board
of directors. No requirement to hold board of directors or shareholders meetings. Therefore there are no
corporate minutes, and no corporate veil to be pierced.
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A corporation gives you the flexibility to add shareholders at any time. You can attract an owner by
offering them stock in your corporation. You set the price for the stock. You can also take advantage
of our nominee service when forming a corporation. In addition, if you have owners that want to remain
anonymous, you can issue them "bearer shares" of stock. Their name is never disclosed in your records.
The person that holds the stock on your records is "the bearer." The board of directors and shareholders
are required to meet each year and appoint new officers. A corporation's board of directors can remove
and appoint new officers any time. For tax purposes, you can elect to have your corporation treated as
an S or C corporation. The S corporation's profit or loss will flow through to the individual
shareholders' tax returns. If you elect a C or closed corporation, the profit or loss will not flow
through to the shareholders' tax returns. Double taxation can occur with a C Corporation. As a C
corporation, if your company made $50,000 last year and you and your other shareholder took $25,000 each,
you would file a corporation 1120C return and pay tax on the $50,000. Then you and your other shareholder
would have to pay tax again on the $25,000 you took at your personal tax rate.
Talk to your accountant to see what type of entity is best for you. If you do not have an accountant,
you can go online and look through the yellow pages. We have a CPA we can recommend. Please contact us if
you would like his telephone number.
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