Limited liability company

This article is about a U.S.-specific business entity form. For limited liability companies in the United Kingdom, see Limited company. For a general discussion of entities with limited liability, see Corporation.

Companies law
Company · Business
Business entities
Sole proprietorship Partnership (General · Limited · LLP) Corporation Cooperative
United States
S corporation · C corporation LLC · LLLP · Series LLC Delaware corporation Nevada corporation Massachusetts business trust Delaware statutory trust Benefit corporation
UK / Ireland / Commonwealth
Limited company (by shares · by guarantee Public · Proprietary) Unlimited company Community interest company
European Union / EEA
SE · SCE · SPE · EEIG
Elsewhere
AB · AG · ANS · A/S · AS · GmbH K.K. · N.V. · Oy · S.A. · more
Doctrines
Corporate governance Limited liability · Ultra vires Business judgment rule Internal affairs doctrine De facto corporation and corporation by estoppel Piercing the corporate veil Rochdale Principles
Related areas
Contract · Civil procedure
v · d · e

A limited liability company (LLC) is a flexible form of enterprise that blends elements of partnership and corporate structures. It is a legal form of company that provides limited liability to its owners in the vast majority of United States jurisdictions. LLCs do not need to be organized for profit.

Often incorrectly called a "limited liability corporation" (instead of company), it is a hybrid business entity having certain characteristics of both a corporation and a partnership or sole proprietorship (depending on how many owners there are). An LLC, although a business entity, is a type of unincorporated association and is not a corporation. The primary characteristic an LLC shares with a corporation is limited liability, and the primary characteristic it shares with a partnership is the availability of pass-through income taxation. It is often more flexible than a corporation, and it is well-suited for companies with a single owner.

It is important to understand that limited liability does not imply that owners are always fully protected from personal liabilities. Courts can and sometimes will pierce the corporate veil of corporations (or LLCs) when some type of fraud or misrepresentation is involved.^[1]

Flexibility and default rules

The phrase "unless otherwise provided for in the operating agreement" (or its equivalent) is found throughout all existing LLC statutes and is responsible for the flexibility the members of the LLC have in deciding how their LLC will be governed (provided it does not go outside legal bounds). State statutes typically provide automatic or "default" rules for how an LLC will be governed unless the operating agreement provides otherwise.

Similarly, the phrase "unless otherwise provided for in the bylaws" is also found in all corporation law statutes but often refers only to a narrower range of matters....

Income taxation

For U.S. Federal income tax purposes, LLCs are treated by default as a pass-through entity.^[2] If there is only one member in the company, the LLC is treated as a "disregarded entity" for tax purposes, and an individual owner would report the LLC's income on his or her individual tax return. For LLCs with multiple members, the LLC is treated as a partnership and must file the IRS Form 1065. The members of the LLC would be treated as partners and each would receive a K-1 reporting the share of the LLC's income or loss to be reported on that member's tax return.

As an option, LLCs may also elect to be taxed as a corporation by filing IRS Form 8832.^[3] They can be treated as a regular C corporation (taxation of the entity's income prior to any dividends or distributions to the members and then taxation of the dividends or distributions once received as income by the members), or an LLC can elect to be treated as an S corporation. Some commentators have recommended an LLC taxed as an S-corporation as the best possible small business structure. It combines the simplicity and flexibility of an LLC with the tax benefits of an S-corporation (self-employment tax savings).^[4]

Advantages

• Check-the-box taxation. An LLC can elect to be taxed as a sole proprietor, partnership, S corporation or C corporation (as long as they would otherwise qualify for such tax treatment), providing for a great deal of flexibility.
• Limited liability, meaning that the owners of the LLC, called "members," are protected from some or all liability for acts and debts of the LLC depending on state shield laws.
• Much less administrative paperwork and record keeping than a corporation.
• Pass-through taxation (i.e., no double taxation), unless the LLC elects to be taxed as a C corporation.
• Using default tax classification, profits are taxed personally at the member level, not at the LLC level.
• LLCs in most states are treated as entities separate from their members, whereas in other jurisdictions^[which?] case law has developed deciding LLCs are not considered to have separate legal standing from their members (see recent D.C. decisions^[which?]).
• LLCs in some states can be set up with just one natural person involved.
• Less risky to be "stolen" by fire-sale acquisitions (more protection against "hungry" investors).
• For Real Estate companies, each separate property can be owned by its own, individual LLC, thereby shielding not only the owners, but their other properties from cross-liability.

Disadvantages

• Although there is no statutory requirement for an operating agreement in most states, members of a multiple member LLC who operate without one may run into problems. Unlike state laws regarding stock corporations, which are very well developed and provide for a variety of governance and protective provisions for the corporation and its shareholders, most states do not dictate detailed governance and protective provisions for the members of a limited liability company. Thus, in the absence of such statutory provisions, the members of an LLC must establish governance and protective provisions pursuant to an operating agreement or similar governing document.
• It may be more difficult to raise financial capital for an LLC as investors may be more comfortable investing funds in the better-understood corporate form with a view toward an eventual IPO. One possible solution may be to form a new corporation and merge into it, dissolving the LLC and converting into a corporation.
• Many states, including Alabama, California, Kentucky, New York, Pennsylvania, Tennessee, and Texas, levy a franchise tax or capital values tax on LLCs. (Beginning in 2007, Texas has replaced its franchise tax with a "margin tax".) In essence, this franchise or business privilege tax is the "fee" the LLC pays the state for the benefit of limited liability. The franchise tax can be an amount based on revenue, an amount based on profits, or an amount based on the number of owners or the amount of capital employed in the state, or some combination of those factors, or simply a flat fee, as in Delaware. Effective in Texas for 2007 the franchise tax is replaced with the Texas Business Margin Tax. This is paid as: tax payable = revenues minus some expenses with an apportionment factor. In most states, however, the fee is nominal and only a handful charge a tax comparable to the tax imposed on corporations.
• The District of Columbia considers LLCs to be taxable entities, thus eliminating the benefit of flow-through taxes by subjecting members to double taxation.^[5] Typically, LLCs will choose to be taxed as a partnership to avoid double taxation, which occurs in corporations. This allows companies to distribute their income among members who then report it on their personal tax returns.
• Renewal fees may also be higher. Maryland, for example, charges a stock or nonstock corporation $120 for the initial charter, and $100 for an LLC. The fee for filing the annual report the following year is $300 for stock corporations and LLC, and zero for non-stock corporations. In addition, certain states, such as New York, impose a publication requirement upon formation of the LLC which requires that the members of the LLC publish a notice in newspapers in the geographic region that the LLC will be located that it is being formed. For LLC's located in major metropolitan areas (e.g. New York City), the cost of publication can be significant.
• The management structure of an LLC may be unfamiliar to many. Unlike corporations, they are not required to have a board of directors or officers. (This could also be seen as an advantage to some.)
• Taxing jurisdictions outside the US are likely to treat a US LLC as a corporation, regardless of its treatment for US tax purposes, for example if a US LLC does business outside the US or a resident of a foreign jurisdiction is a member of a US LLC.^[6]
• The principals of LLCs use many different titles—e.g., member, manager, managing member, managing director, chief executive officer, president, and partner. As such, it can be difficult to determine who actually has the authority to enter into a contract on the LLC's behalf.

Variations

• A Professional Limited Liability Company (PLLC, P.L.L.C., or P.L.) is a limited liability company organized for the purpose of providing professional services. Usually, professions where the state requires a license to provide services, such as a doctor, chiropractor, lawyer, accountant, architect, landscape architect, or engineer, require the formation of a PLLC.^[7] However, some states, such as California, do not permit LLCs to engage in the practice of a licensed profession. Exact requirements of PLLCs vary from state to state. Typically, a PLLC's members must all be professionals practicing the same profession. In addition, the limitation of personal liability of members does not extend to professional malpractice claims.
• A Series LLC is a special form of a Limited liability company that allows a single LLC to segregate its assets into separate series. For example, a series LLC that purchases separate pieces of real estate may put each in a separate series so if the lender forecloses on one piece of property, the others are not affected.

History by country

Companies with limited liability exist in business law worldwide. However, the limited liability company is a specific legal structure defined by the laws of U.S. states, with quite distinct characteristics. Many other countries have similar structures.

Argentina

"Sociedad de Responsabilidad Limitada" (S.R.L.) (Ley de sociedades comerciales 19.550) The capital is divided into "quotas" (unlike the "Sociedades Anonimas (S.A.)" which capital is divided in "shares"); members limit their responsibility to the nominal value of the quotas subscribed or later acquired. The number of members shall not exceed fifty. The administration and representation of the company corresponds to one or more managers, members of the company or not, designated for a specified or unspecified period of time. Alternates may be selected in case of vacancy.

Belgium

In Belgium, there are several forms of corporation which provide limited liability. The Besloten Vennootschap met Beperkte Aansprakelijkheid (BVBA) in Dutch, or Société privée à responsabilité limitée (SPRL) in French, is the smallest, with minimum required startup capital of EUR 18,550, and is mostly used by smaller business owners to protect themselves in case of bankruptcy. Profits are not taxed personally at the member level but always at the BVBA level.

Bosnia and Herzegovina

Bosnian and Herzegovinian legislation, similarly to that in Croatia, contemplates LLCs as društvo s ograničenom odgovornošću (d.o.o.). Companies using this structure append the abbreviation d.o.o. to their company name. A shareholder or member in a d.o.o. is only personally liable up to the value of the member's investment in the company.^[8]

Brazil

The corporate structure in Brazilian law most similar to the United States LLC is the Sociedade Limitada ("Ltda."), under the new Brazilian Civil Code of 2002. The "sociedade limitada" is the new name of the "sociedade por quotas de responsabilidade limitada", and it can be organized as "empresária" or "simples", under this new code, roughly corresponding to the form types of "comercial" [commercial] and "civil" [non commercial] of the Commercial Code.

Bulgaria

Bulgarian legislation contemplates LLCs as Дружество с ограничена отговорност (Druzhestvo s ogranichena otgovornost; Partnership with limited liability). Companies working under this structure append the abbreviation ООД (OOD) to their name. In case of an LLC with individual owner it is contemplated as Еднолично дружество с ограничена отговорност (Ednolichno druzhestvo s ogranichena otgovornost; One-man/ Single-member partnership with limited liability) and abbreviated as ЕООД (EOOD).^[9]

Chile

Chilean legislation contemplates LLCs as Sociedad Comercial de Responsabilidad Limitada (Limited Liability Commercial Association). Companies working under this structure append the abbreviation Ltda. to their name. Therefore, a company which in the United States is called SomeCompany LLC would be called SomeCompany Ltda. in Chile. However, in the case of an LLC with one individual owner, the equivalent in Chile would be an Empresa Individual de Responsabilidad Limitada which uses the EIRL abbreviation.

Colombia

Colombian legislation contemplates a very similar structure as mentioned above in the Chilean case. The Ltda. abbreviation is also used in Colombia. However, in the case of an LLC with one individual owner, the equivalent in Colombia would be an Empresa Unipersonal which uses the EU abbreviation.^{[citation needed]}

Croatia

Croatian legislation contemplates LLCs as društvo s ograničenom odgovornošću. Companies working under this structure append the abbreviation d.o.o. to their name.^{[citation needed]}

Czech Republic

Czech legislation contemplates LLCs as společnost s ručením omezeným (s.r.o. or spol. s r.o.). An s.r.o. is not technically comparable to an LLC because the profits are still subject to double taxation. Czech law does not offer a possibility to start up a limited company without the possibility of avoiding double taxation. The minimum start-up capital for an s.r.o. is CZK 200,000 (approximately USD 11,000).

Denmark

The Danish form of the LLC is the anpartsselskab (see ApS). The minimum capital is required by law to be at least DKK 80,000 (approximately US$ 16,000) [Before 1 March 2010 DKK 125,000].^[10]

Dominican Republic

Dominican Republic legislation contemplates LLCs as Sociedad de Responsabilidad Limitada, also known for their abbreviation "S.R.L.". S.R.L.'s award limited liability to its members up to their contribution in the company (i.e. contribution of capital). This type of company began after the law number 479 of the year 2008.

Estonia

In Estonia, a limited liability company is referred to as osaühing (OÜ). The type of entity is also required to be identified in the name.

Finland

Although not an exact equivalent, the Finnish version of the LLC is the Oy (osakeyhtiö) or in Swedish Ab (aktiebolag). An Oy is taxed as a corporation. The minimum capital required by law is EUR 2,500.^[11]

France

S.A.R.L. or Société à Responsabilité Limitée is close to German GmbH. It was in law since 1925. See also the full article : Société à responsabilité limitée

Germany

Because of its hybrid characteristics it is very difficult to determine the German equivalent. On one hand it is possible to consider it as a kind of Gesellschaft mit beschränkter Haftung (GmbH) because it has aspects of a corporation; on the other hand it could be considered as a kind of Kommanditgesellschaft (KG), which is the German equivalent of a limited partnership. Based on the literal translation of the word "company" an LLC should be considered as a kind of KG without any liable partner. For the purpose of taxation the Bundesfinanzministerium (German Federal Ministry of Finance) gives detailed guidelines of the circumstances under which a LLC is to be considered as a "corporation" or as a "limited partnership"; see: Steuerliche Einordnung der nach dem Recht der Bundesstaaten der USA gegründeten Limited Liability Company.

Hungary

Hungarian legislation contemplates LLCs as Korlátolt felelősségű társaság. Companies working under this structure append the abbreviation Kft. to their name.^{[citation needed]} Hungarian LLCs were previously required to have a 3million HUF (Hungarian Forint) (approx. 16k USD) starting capital. This amount has been recently reduced and currently (in 2009) the minimum starting capital is 500k HUF (approx. 2.7k USD). The time of formation by the new electronic formation option has been reduced from 2 weeks to 2 hours, additional cost of formation is around 100k HUF (approx. 540 USD). Kft.s can be formed by the cooperation of lawyers. The Hungarian Kft. is the most common form of doing business in Hungary. As being part of the European Union (EU), Hungarian Kft.s can now obtain an EU VAT registration number for doing business across the EU. The Hungarian EU-VAT reg.number starts with "HU". This way the existence of the subject company, VAT issues and the cross-check is available on the common EU website for companies.^{[citation needed]}

Iceland

According to the Icelandic legislation there are two types of LLC forms, private and public held limited liability forms. Private LLC is abbreviated "Ehf." with the minimum capital of 500.000 Icelandic krónas (kr.). Public LLC is abbreviated "Hf." with minimum capital of 2.000.000 kr.

India

In India LLCs are known as Limited Liability Partnership (LLP). There is no minimum capital.

In India Companies are governed and registered under the Companies Act, 1956. New enactment Limited Liability Partnership Act, 2008 is passed for taking care of smaller firms. Under the CA1956, every state has one office of Registrar of Companies under this act. The group of people as prescribed by the act sign together the document Memorandum & Articles of Association and submit to the registrar along with the fees. The Registrar after checking the documents, registers the Company and allocates the Corporate ID number. Since 2007, the registration is done online and payment of fees is accepted online. Institute of Company Secretaries of India, a statutory body appointed under this act, registers charter member for rendering the services under this act, to the corporate. Then Company can apply for PAN card (registration under Income Tax Act, 1961), bank account, apply for issue of shares (for public Companies), of apply for loan to the banks and FIs.

The Company must include Limited (for public Companies) or Private Limited (for Private Companies). The Companies registered under section 25 of this act are non-profit Companies..

Italy

The Italian Civil Code, approved in 1942 and as amended by the Government Act 6/2003 and furthers modifications, mainly provides three forms of limited liability company:

• Società per azioni (S.p.A.): the minimum required starting capital for an SpA is EUR 120,000. The capital is divided into shares (azioni) that can be transferred by endorsment or bought and sold on stock exchange. Only SpAs can be quoted in stock exchange market, issue corporate bonds and other financial instruments. SpA form and a higher capital are required by law to operate in protected businesses (i.e. banks, leasing companies, etc.)
• Società a responsabilità limitata (Srl). The minimum required starting capital for an Srl is EUR 10,000. Its capital is divided into stakes (quote) whom can be bought or sold just by notarial act. SRLs can issue corporate bonds but are subject to many limitations. Similar to SRL is Società Cooperativa a Responsabilità Limitata whose scope is not making profit but give benefits to stakes' holders.
• Società in accomandita per azioni (Sapa). The minimum required starting capital for a Sapa is EUR 120,000 divided into shares. Sapas have a mixed liability scheme, where standard shareholders have limited liability while managing shareholders have full liability. Except this, SAPAs are exactly like SPAs even if uncommon.

Companies append the corresponding abbreviation to their company names.

Japan

Japan passed legislation in 2006 creating a new type of business organization, godo kaisha(J-LLC), a close variant of the American LLC.^{[citation needed]} Japanese Tax authority does not consider J-LLC (Godo-Kaisha) pass-through entity, but as taxable entity.

Latvia

In Latvia, a limited liability company is referred to as Sabiedrība ar Ierobežotu Atbildību. Abbreviation SIA is usually added before the company name. SIAs are recorded in a public register called Register of Enterprises (UR).

Lithuania

In Lithuania, a limited liability company is referred to as uždaroji akcinė bendrovė. Abbreviation UAB is usually added before the company name. The minimum required starting capital is currently 10,000 LTL (approximately 3000 EUR).^[12] The sum can be immediately invested.

Macedonia

Macedonian legislation contemplates LLCs as Drushtvo so Ogranicena Odgovornost. Companies working under this structure append the abbreviation d.o.o. or "д.о.о" to their name.

Mexico

Mexican legislation contemplates LLCs as Sociedades de Responsabilidad Limitada, also known for their abbreviation "S. de R.L.". S. de R.L.'s award limited liability to its members up to their contribution in the company (i.e. contribution of capital) and also act as pass-through or flow-through entities whereby profits are "passed-through" to its members, avoiding double taxation. This type of company is widely used by foreign investors in Mexico because of its "pass-through" modality and its "check the box" capability under the IRC (Internal Revenue Code of the U.S.).^{[citation needed]}

Moldova

Moldovan legislation contemplates LLCs as Societate cu Răspundere Limitată, abbreviated "S.R.L.", and are regulated member(s)-founder(s), and other non-founder members, minimum one member-founder and maximum total of 50 members, at least one of them must be the founder of the company, but all of the 50 could be also founders.^{[citation needed]}

Netherlands

In the Netherlands the equivalent to an LLC is a Besloten Vennootschap. Its name always starts or ends with the letters BV. Minimum capital of a BV is €18,000, normally deposited in a Dutch bank. BV's are taxed on profits, but not on royalty income, nor on capital. Audits are only required if two out of three conditions exist: 1. revenue greater than €8.8M, 2. assets are greater than €4.4M, 3. more than 50 employees in the Netherlands.^[13]

Norway

In Norway the equivalent to an LLC is a Aksjeselskap. Its name always starts or ends with the letters AS or ASA. Minimum capital of a AS is 100 000 NOK.

Pakistan

In Pakistan LLCs are known as private companies that end with Pvt. Ltd.. They should have at least Rs. 100,000 as their minimum paid up capital.

Peru

There is no direct equivalent of an LLC in Peru, but some similar corporate forms include:

• Sociedad anónima cerrada (SAC), a corporation which must have at least two and not more than twenty shareholders ; its shares may not be offered to the public and cannot be traded on the stock exchange.
• Sociedad comercial de responsabilidad limitada (SRL), a commercial partnership divided in equal participations which may not be called "shares". It must have at least two and not more than twenty partners.
• Sociedad civil de responsabilidad limitada (S civil de RL), a professional partnership of at least two and not more than thirty individuals, with co-owner participation in the form of capital, of professional contribution, or of any combination of both.
• Empresa individual de responsabilidad limitada (EIRL), a legal entity with one single owner.

The capital for any of the above entities is freely determined by its statutes. There is no minimum requirement except for entities with certain types of activities, mainly in the financial markets, and then irrespective of their type.^[14]

Poland

In Poland, a limited liability company is referred to literally as company with limited liability (Spółka z ograniczoną odpowiedzialnością, abbreviated as Sp. z o.o.).

The minimum start capital is 5,000 PLN (since 2009; until then, 50,000 PLN).

Portugal

In Portugal, LLCs are called "Sociedades de Responsabilidade Limitada", that is, Company of limited responsibility, usually abbreviated "Lda.". They are tax subject, and company shares cannot be sold in a public market, since 2006 the transference of them are not required to be done in the presence of a civil law notary, except if the company owns buildings, in the same way other major properties have to be sold. Nonetheless, the responsibility of the partners is limited to the capital share they hold, and the minimum capital required by law for a "Lda.. is at least 5 euro.

Romania

Romania recognizes the limited liability company since 1990 under the name of "societate cu răspundere limitată" (S.R.L.) in which the owners are personally liable for the company obligations within the limit of their contribution to social capital. The minimum start capital is 200 RON which currently amounts to less than 50 Euro^[15]

Russia

"ООО" (with Cyrillic letters) redirects here. For other uses, see OOO (Latin letters).

In Russia and certain other former Soviet countries, an entity with a somewhat similar structure is known as Общество с ограниченной ответственностью (lit., 'Company with Limited Liability'), usually abbreviated OOO, or in some CIS countries as OсOO.^{[citation needed]}

Although a Russian limited liability company shares the same name with a USA LLC, it is different in many ways. Most importantly, Russian LLC is not tax transparent: the company is taxed at the corporate level, and then, upon distribution of dividends, shareholders pay income tax (personal or corporate).^{[citation needed]}

A limited liability company is the most popular form of legal undertaking in Russia for simple shareholding structures.^[16]

Serbia

Serbian legislation contemplates LLCs as društvo sa ograničenom odgovornošću. Companies working under this structure append the abbreviation d.o.o. or DOO to their name same as in Croatia. As in the Czech Republic, a d.o.o. is not technically comparable to an LLC because the profits are still subject to double taxation.^{[citation needed]}

Slovakia

In Slovakia, the law contemplates spoločnosť s ručením obmedzeným (abbr. spol. s r. o.) or as the rough equivalent of a limited liability company. One to 50 associates can found it through a founding agreement with minimum capital of 5000€, minimum 750€ per person, in money or other property. (§ 105 and following of Act. No 513/1991 Coll. - Commercial Code as amended)

Slovenia

Slovenian legislation contemplates LLCs as družba z omejeno odgovornostjo. Companies working under this structure append the abbreviation d.o.o. to their name. The minimum required starting capital for a d.o.o. is 7.500 EUR. Due to high cost and complicated bookkeeping of a real Corporation, this is a more widespread form.^{[citation needed]}

Spain

In Spain, LLCs are called "Sociedad de responsabilidad limitada", that is, Company of limited responsibility, usually abbreviated S.L. They are tax subject, and company shares cannot be sold in a public market, the transference of them having to be done compulsorily in the presence of a civil law notary, in the same way other major properties have to be sold. Nonetheless, the responsibility of the partners is limited to the capital share they hold, and the minimum capital required by law for a S.L. is at least 3000 euro.

Sweden

Sweden has no equivalent of an LLC. The closest is the Swedish AB (aktiebolag), though a Swedish AB is a tax subject and is more similar to a US C Corporation than an LLC. The minimum capital required by law for a minimum at SEK 50,000.^[17] for a private AB and SEK 500,000 for a public AB.^[18]

Switzerland

The Swiss Code of Obligations^[19] provides for different kinds of companies with limited liability, the two most commonly used are:

Swiss Limited Liability Company:^[20][21] The terms for this kind of company used in the three official languages of the Swiss Confederation are as follows: In German Gesellschaft mit beschränkter Haftung (abbreviation: GmbH), in French Société à responsabilité limitée (abbreviation: S.à r.l. or SARL) and in Italian Società a Garanzia Limitata (abbreviation: SaGL). A Swiss LLC is similar to a LLC with respect to various matters, including the following: Members may also be natural persons, corporations, partnerships or other LLCs,^[22] the liability of a member of a Swiss LLC to pay for the LLC's obligations is limited to its capital contribution,^[23] a Swiss LLC may be either member-managed or manager-managed,^[24] and, unless otherwise provided for in the operating agreement, the members’ right to control or manage a Swiss LLC is proportionate to their individual membership interest.^[25] The membership interests in a Swiss LLC have to be registered^[26] and, thus, they may only be issued in the name of a member but not to the bearer.

Swiss Corporation^[21][27] (in English common law context usually translated as company limited by shares): The terms for this kind of company used in the three official languages of the Swiss Confederation are as follows: In German Aktiengesellschaft (abbreviation: AG), in French Société Anonyme (abbreviation: SA) and in Italian Società Anonima (abbreviation: SA). A Swiss corporation is with respect to various matters different to a LLC (including a Swiss LLC): Most important is that a Swiss corporation may, neither by default nor by exercising any respective option provided by the Swiss law, be member-managed like a LLC, as the respective mandatory provisions of Swiss law provide that the board of directors has certain non-transferable duties.^[28] Furthermore, the shares of a Swiss corporation may also be issued to the bearer (bearer shares)^[29] and, thus, not only in the name of a holder (registered shares), which, however, applies to the membership interests in a Swiss LLC, which may only be registered.

Turkey

In Turkey, "Limited Şirket (Ltd. Şti.)" corresponds to Limited Liability Company.

United Kingdom

The new form of limited liability partnership (LLP), created in 2000, is similar to a US LLC in being tax neutral: member partners are taxed at the partner level, but the LLP itself pays no tax. It is treated as a body corporate for all other purposes including VAT. Otherwise, all companies, including limited companies and US LLCs, are treated as bodies corporate subject to United Kingdom corporation tax if the profits of the entity belong to the entity and not to its members.

Ukraine

This type of entity exists in this country since the 1990s. In Ukrainian it is spelled "Товариство з обмеженою відповідальністю" (abbreviated – TОВ, TзОВ), in transliteration "Tovarystvo z Obmezhenoyu Vidpovidalnistyu," that is, "Company of limited liability."^{[citation needed]}

U.A.E.

This type of entity exists in the U.A.E. states as a widely accepted way to do business and is referred as L.L.C..^{[citation needed]}

United States

A Limited Liability Company (LLC) is a relatively new business structure authorized by state statute.^[30] The LLC is chiefly inspired by the GmbH, a type of business organization in Germany, and by limitadas, a type of business organization available in many Latin American countries.^[31]

In the United States, the first limited liability company act appeared in Wyoming in 1977 as special interest^{[clarification needed]} legislation for an oil company.^[32] In 1980, the Internal Revenue Service issued a private letter ruling to an LLC formed under Wyoming LLC Act indicating that the IRS would treat the LLC as a partnership for federal tax purposes.^[33] However, later that year, the IRS proposed regulations that would deny partnership classification to any business entity in which no member bore personal responsibility for the entity’s liabilities.^[34] In 1982, Florida adopted an LLC act modeled on Wyoming’s LLC Act.^[35] Due to uncertainty over the tax treatment of LLCs, no other states introduced LLC legislation until after 1988.^[36] In 1988, the IRS issued a revenue ruling stating that it would treat a Wyoming-style LLC as a partnership for tax purposes.^[37] By 1996, nearly every state had enacted an LLC statute.^[38] The National Conference of Commissioners on Uniform State Laws adopted the Uniform Limited Liability Company Act in 1996 and revised it in 2006.^[39]

AOL was setup as a LLC during its ownership by Time Warner from 2001 to 2008. There is a similar setup for BMW's American subsidiary, BMW of North America, LLC.

See also

• Gesellschaft mit beschränkter Haftung (GmbH), a German form of the LLC
• Besloten Vennootschap (BV), a Dutch private limited company
• Incorporation (business)
• Limited liability
• LLP
• Series LLC
• Types of business entity
• Uniform Limited Liability Company Act
• Good standing
• Test Approved

References

1. ^ Bernstein Law Firm, Limited Liability Companies: Could your personal assets be at risk?
2. ^ http://www.irs.gov/pub/irs-pdf/iss4.pdf
3. ^ http://www.irs.gov/pub/irs-pdf/f8832.pdf
4. ^ http://www.legalzoom.com/incorporation-guide/corporate-tax-advantage.html
5. ^ http://www.incfile.com/WashingtonDC-LLC-Corporation/#content
6. ^ For example, HMRC in the United Kingdom, see HMRC Tax Manuals, DT19853A
7. ^ Who Can Own an LLC
8. ^ [Types of Companies in BiH http://fipa.gov.ba/local_v2/default.asp]
9. ^ Commerce Law of Bulgaria, English translation, Chapter 13, Section I, Article 116
10. ^ Synopsis – Article 1, Paragraph 2
11. ^ Limited Liability Companies Act 2006 (English translation) http://www.finlex.fi/en/laki/kaannokset/2006/en20060624.pdf
12. ^ Republic of Lithuania, Law on Companies
13. ^ http://www.ocra.com/jurisdictions/netherlands.asp, retrieved 8 December 2010
14. ^ http://www.sunarp.gob.pe/Aten24h/pdf/Anexo02.pdf
15. ^ http://www.cdep.ro/pls/legis/legis_pck.htp_act_text?idt=59637
16. ^ Limited Liability Company: Encyclopedia of Russian Law
17. ^ Swedish Companies Registration Office about Aktiebolag http://bolagsverket.se/foretag/aktiebolag/
18. ^ http://www.bolagsverket.se/foretag/aktiebolag/starta_aktiebolag/privat_eller_publikt/publika_aktiebolag/
19. ^ official German text: http://www.admin.ch/ch/d/sr/220/index3.html, official French text: http://www.admin.ch/ch/f/rs/220/index3.html, official Italian text: http://www.admin.ch/ch/i/rs/220/index3.html
20. ^ Swiss Code of Obligations, articles 772ss
21. ^ ^{a b} Unofficial translation of term pursuant to: Swiss Code of Obligations, Volume II, Company Law, Articles 552 – 964, English Translation of the Official Text, Swiss-American Chamber of Commerce, Zurich 1992
22. ^ Swiss Code of Obligations, article 722 paragraph 1
23. ^ Swiss Code of Obligations, article 802
24. ^ Swiss Code of Obligations, article 811
25. ^ Swiss Code of Obligations, article 808 paragraph 4
26. ^ Swiss Code of Obligations, article 790
27. ^ Swiss Code of Obligations, articles 620ss
28. ^ Swiss Code of Obligations, article 716a
29. ^ Swiss Code of Obligations, article 622 paragraph 1
30. ^ Limited Liability Company (LLC)
31. ^ Historical Background of the Limited Liability Company
32. ^ Keatinge et al.,“The Limited Liability Company: A Study of the Emerging Entity,” 47 Business Lawyer 375, 383-384 (Feb. 1992) (citing Act of March 4, 1977, ch. 155, 1977 Wyo.Sess.Laws 512).
33. ^ Priv. Ltr. Rul. 81-06-082, 1980 WL 137231 (Nov. 18, 1980)
34. ^ Prop. Treas. Reg. § 301.7701-2, 45 Fed. Reg. 75,709 (1980)
35. ^ Fla.Stat.Ann. §§ 608.401-471
36. ^ Keatinge et al.,“The Limited Liability Company: A Study of the Emerging Entity,” 47 Bus. Law. 375, 383-384 (Feb. 1992)
37. ^ Rev.Rul. 88-76, 1988-2 C.B. 360.
38. ^ Larry E. Ribstein, A Critique of the Uniform Limited Liability Company Act, 25 Stetson Law Review 312, 322 (1995).
39. ^ Limited Liability Company (Revised). Uniform Law Commission.