The Ultimate Guide to Starting an LLC (Including free operating template agreement)

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Starting an LLC? This comprehensive guide covers all the legal aspects you need to know. Learn about the benefits of forming an LLC, the steps involved, and how to create an operating agreement.

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Table of Contents

Starting a business is a significant achievement for any entrepreneur, and choosing the right business structure is a crucial decision. A Limited Liability Company (LLC) is a popular option for many entrepreneurs because of its flexibility, protection, and tax benefits. In this guide, we will provide step-by-step instructions on how to start an LLC, covering everything from the initial idea to the final registration process.

If you are unsure whether an LLC is the right legal structure for you, check out our in-depth guide here first. So lets dive in!

What is an LLC?

Are you an entrepreneur looking to start your own business but worried about your personal assets being on the line? Enter the Limited Liability Company (LLC), a business structure that offers the best of both worlds: liability protection of a corporation and tax benefits of a partnership. With an LLC, your business income passes through to your personal tax returns, meaning you’ll only pay taxes once. 

A Limited Liability Company (LLC) is a type of business structure that combines the liability protection of a corporation with the tax benefits of a partnership. Unlike a corporation, an LLC is not a separate entity for tax purposes, meaning that the LLC’s income is passed through to its members and reported on their individual tax returns. This is known as pass-through taxation.

An LLC offers personal liability protection for its members, meaning that their personal assets are shielded from the company’s debts and legal liabilities. This means that if the company is sued or goes bankrupt, the members’ personal assets are protected.

Why Choose an LLC for Your Business?

Choosing the right business structure is a critical decision for any entrepreneur. A Limited Liability Company (LLC) is a popular option for many small businesses due to its flexibility, protection, and tax benefits.

One significant advantage of an LLC is that it provides limited liability protection for its owners. This means that the personal assets of the owners, such as their homes and cars, are not at risk if the business is sued or incurs debt. Instead, only the assets of the LLC are at risk, protecting the owners’ personal assets. This is different from a sole proprietorship or partnership, where the owners are personally liable for the business’s debts and legal issues.

Another advantage of an LLC is its flexibility in terms of management and ownership structure. Unlike corporations, LLCs do not have a rigid structure with a board of directors and shareholders. Instead, LLCs can be managed by the owners themselves, or they can appoint a manager to run the business on their behalf. LLCs also allow for a wide range of ownership structures, including single-member LLCs, where the owner is the only member, or multi-member LLCs, where two or more owners share ownership and management responsibilities.

LLCs also offer tax benefits, as they are considered pass-through entities. This means that the LLC itself does not pay taxes on its profits, but instead, the profits are passed through to the owners’ personal tax returns. This can result in lower overall taxes for the owners compared to a corporation, where profits are taxed at both the corporate and individual level.

Comparing LLCs to other business structures, such as sole proprietorships, partnerships, and corporations, can help entrepreneurs make an informed decision. Sole proprietorships and partnerships offer no liability protection, and their owners are personally liable for the business’s debts and legal issues. Corporations offer liability protection, but they are subject to double taxation, where profits are taxed at both the corporate and individual level.

Comparing Legal Structures

When choosing a legal structure for your business, it’s essential to consider the advantages and disadvantages of each option.

Legal StructureLiability ProtectionTaxationManagementOwnership
Sole ProprietorshipUnlimited personal liabilityIndividual tax ratesOwner has complete controlOwner
PartnershipUnlimited personal liabilityPass-through taxationShared control and decision-makingPartners
CorporationLimited liability protectionDouble taxation (C Corporation) or Pass-through taxation (S Corporation)Board of DirectorsShareholders
LLCLimited liability protectionPass-through taxationMember-managed or manager-managedMembers

Ultimately, the choice of legal structure depends on your business goals, the nature of your business, and your individual circumstances.

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Benefits of Forming an LLC

There are several benefits to forming an LLC:

  1. Personal Liability Protection: As mentioned above, an LLC offers personal liability protection for its members. This means that if the company is sued or goes bankrupt, the members’ personal assets are protected.

  2. Tax Benefits: An LLC is not a separate entity for tax purposes, meaning that the LLC’s income is passed through to its members and reported on their individual tax returns. This is known as pass-through taxation, which can result in significant tax savings for the members.

  3. Flexibility: An LLC offers flexible management, meaning that the members can choose how the company is managed. They can choose to manage the company themselves or hire a professional manager.

  4. Credibility: Forming an LLC can add credibility to your business, making it easier to attract investors and customers.

Naming Your LLC

Choosing the right name for your LLC is one of the most important decisions you will make as a business owner. Your LLC’s name is the foundation of your brand and will be how your customers identify and remember you. However, naming an LLC is not as simple as choosing a name you like. There are several factors to consider, such as legal requirements and branding strategies.

The first step in naming your LLC is to ensure that the name complies with your state’s regulations. Each state has its own rules and requirements for LLC names. For example, the name must be distinguishable from other businesses in the state, and it must contain certain words, such as “Limited Liability Company” or “LLC.” You can usually check your state’s Secretary of State website to confirm the availability of your chosen name and to learn more about the state’s naming requirements.

Once you have confirmed that your chosen name is available, it’s time to consider branding strategies. Your LLC’s name should reflect your business’s values, mission, and products or services. It should be unique and memorable, making it easier for customers to recognize and recall. Additionally, it should be easy to pronounce and spell to avoid confusion or misspellings.

Another branding consideration is the availability of domain names and social media handles. As a modern business, having a website and social media presence is crucial for reaching your target audience. Therefore, you should ensure that your LLC’s name is available as a domain name and as social media handles, such as Facebook, Twitter, and Instagram.

It’s also important to conduct a thorough name search before finalizing your LLC’s name. This will help you avoid infringing on existing trademarks or copyrighted names, which can result in legal issues and damage your brand’s reputation. You can conduct a name search on the United States Patent and Trademark Office (USPTO) website or hire a trademark attorney to assist you.

Registering Your LLC

To register your LLC, you’ll need to file articles of organization with your state’s Secretary of State. You’ll also need to pay a filing fee, which varies from state to state. Once your articles of organization are approved, you’ll receive a Certificate of Organization, which officially establishes your LLC. You can also do this online here.

Drafting an Operating Agreement

An operating agreement is a legal document that outlines the management structure and financial obligations of your LLC. While not all states require an operating agreement, it’s a good idea to have one in place to ensure that all members are on the same page. An operating agreement can also help protect your personal liability protection by showing that the LLC is a separate legal entity. While we can’t give you a custom agreement, we’ve prepared a draft operating agreement for you at the bottom of this post, so read on. 

Obtaining Necessary Permits and Licenses

Depending on your business’s location and industry, you may need to obtain permits and licenses from your state or local government. These permits and licenses can include a business license, tax permit, zoning permit, and professional licenses. It’s important to research the specific permits and licenses you need for your business and make sure you obtain them before you start operating.

Who is the ideal candidate for an LLC?

The ideal candidate for an LLC is typically a small business owner who wants to protect their personal assets from business liabilities. An example for that would be someone who wants to start an eCommerce business. LLCs offer personal liability protection, meaning that if the business incurs debts or liabilities, the members’ personal assets are generally protected. This makes LLCs a popular choice for small business owners who want to minimize their personal risk.

LLCs are also a good choice for businesses with multiple owners or members, as they offer flexibility in management and tax treatment. In an LLC, the members can choose to be taxed as a partnership, meaning that the LLC itself does not pay taxes, but the profits and losses are passed through to the members’ personal tax returns. This can result in significant tax savings for the members.

However, LLCs may not be the best choice for every business. For example, if you plan to go public or raise significant amounts of capital, an LLC may not be the best structure. Additionally, some states have higher fees or more complex regulations for LLCs, so it’s important to research the laws in your state before deciding to form an LLC. Ultimately, the ideal candidate for an LLC is a small business owner who wants personal liability protection and flexibility in management and tax treatment.

Template for an operating agreement for an LLC

As promised, here’s a template for an operating agreement for an LLC: 

[Name of LLC] Operating Agreement

I. Formation

A. Name and Purpose: The name of the LLC shall be [Name of LLC], and the purpose of the LLC is to [Purpose of LLC].

B. Formation: The LLC was formed on [Date of Formation] under the laws of the state of [State of Formation].

II. Members

A. Members: The members of the LLC are as follows:

[Name and Address of Member 1]: [Ownership Percentage]%

[Name and Address of Member 2]: [Ownership Percentage]%

[Name and Address of Member 3]: [Ownership Percentage]%

B. Membership Interests: The membership interests of each member are set forth in the following schedule:

Member Name Ownership Percentage

[Name of Member 1] [Ownership Percentage]

[Name of Member 2] [Ownership Percentage]

[Name of Member 3] [Ownership Percentage]

C. Voting Rights: Each member shall have voting rights in proportion to their membership interest in the LLC.

III. Management

A. Management Structure: The LLC shall be [Member-Managed/Manager-Managed] as set forth in the following schedule:

[Name of Member/Manager] [Role]

[Name of Member/Manager] [Role]

[Name of Member/Manager] [Role]

B. Management Authority: The managers or managing members of the LLC shall have the authority to manage the affairs of the LLC.

C. Meetings: Meetings of the managers or managing members shall be held [Frequency of Meetings] at a time and place to be determined by the managers or managing members.

IV. Capital Contributions

A. Initial Contributions: Each member has made an initial contribution to the LLC, as set forth in the following schedule:

Member Name Initial Contribution

[Name of Member 1] [Initial Contribution]

[Name of Member 2] [Initial Contribution]

[Name of Member 3] [Initial Contribution]

B. Additional Contributions: Additional contributions may be required in the future, as determined by the managers or managing members of the LLC.

V. Profits and Losses

A. Allocation: Profits and losses shall be allocated among the members in proportion to their membership interest.

B. Tax Allocations: Tax allocations shall be made in accordance with the tax law.

VI. Distributions

A. Distributions: Distributions shall be made to the members on [Frequency of Distributions] in proportion to their membership interest.

B. Limitations on Distributions: Distributions may be limited or restricted as determined by the managers or managing members of the LLC.

VII. Transfer of Membership

A. Right of First Refusal: Members may not transfer their membership interest without the prior written consent of the managers or managing members of the LLC.

B. Buyout: In the event that a member wishes to sell their membership interest, the managers or managing members of the LLC shall have the right to purchase the membership interest.

VIII. Dissolution

A. Events of Dissolution: The LLC shall be dissolved upon the occurrence of any of the following events:

  • The vote of [Percentage]% of the members.
  • Bankruptcy or insolvency of the LLC.
  • Order of a court of competent jurisdiction.

B. Distribution of Assets: Upon dissolution, the assets of the LLC shall be distributed to the members in proportion to their membership interest.

IX. Amendments

A. Amendment Process: This operating agreement may be amended by the vote of [Percentage]% of the members.

B. Effective Date: Amendments to this operating agreement shall be effective as of the date of the vote.

You may also want to include the following terms: 

  1. Termination

6.1. This Agreement can be terminated by mutual agreement between the Members or by a majority vote of the Members.

6.2. Termination of this Agreement will not terminate the LLC. In the event of termination of this Agreement, the LLC will continue to exist and the Members will work together to dissolve the LLC and distribute its assets and liabilities in accordance with the terms of this Agreement.

  1. Dissolution

7.1. The LLC may be dissolved by a unanimous vote of the Members.

7.2. In the event of dissolution of the LLC, the Members will work together to distribute its assets and liabilities in accordance with the terms of this Agreement.

  1. Governing Law

8.1. This Agreement will be governed by the laws of the state of [insert state where the LLC is formed].

8.2. Any disputes arising under this Agreement will be resolved in accordance with the dispute resolution provisions set forth in this Agreement.

  1. Amendments

9.1. This Agreement may be amended at any time by the Members with the unanimous written consent of all Members.

9.2. Any amendments to this Agreement will be in writing and will be signed by all Members.

  1. Entire Agreement

10.1. This Agreement contains the entire agreement between the Members and supersedes all prior agreements and understandings, whether written or oral, relating to the LLC.

10.2. This Agreement may not be amended or modified except in accordance with the provisions set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned Members have executed this Operating Agreement as of the date first above written.

[Insert Member names and signatures]

FAQs

Q1: How much does it cost to start an LLC?

A: The cost of starting an LLC varies from state to state. Filing fees can range from $40 to $500 or more. In addition to filing fees, you may also need to pay for other expenses such as legal fees, tax fees, and business permits.

Q2: Can I form an LLC on my own?

A: Yes, you can form an LLC on your own by filing the necessary paperwork with your state’s Secretary of State. However, it’s recommended that you consult with a legal professional to ensure that you’re following all the necessary legal requirements and protecting your personal liability.

Q3: Do I need an operating agreement for my LLC?

A: While not all states require an operating agreement, it’s a good idea to have one in place to ensure that all members are on the same page. An operating agreement can also help protect your personal liability protection by showing that the LLC is a separate legal entity.

Q4: Can a single member start an LLC?

A: Yes, a single member can start an LLC. In fact, many LLCs are single-member LLCs.

Q5: Can an LLC be taxed as an S corporation?

A: Yes, an LLC can elect to be taxed as an S corporation by filing Form 2553 with the IRS. This can result in significant tax savings for the members. However, it’s important to consult with a tax professional to ensure that an S corporation election is the right choice for your business.

Final Thoughts

Starting a business is an exciting venture, and forming an LLC can offer many benefits that protect you and your business. By choosing this legal structure, you can limit personal liability, protect your assets, and have flexibility in management. However, the process of forming an LLC can seem daunting, especially if you are new to entrepreneurship or have no legal background. 

This guide was created to provide you with all the information you need to confidently make this decision and take the first step towards your entrepreneurial dreams. Remember, starting a business takes hard work and dedication, but it can also be a rewarding experience. With the information and guidance provided in this article, you have what it takes to form an LLC and make your business a success. So, go ahead and take that first step towards your entrepreneurial journey with the knowledge that you are protected by the legal structure of an LLC. Good luck!

Further Reading:

Starting a Business? Here’s Your Step-by-Step Checklist to Ensure Success
Which Legal Structure is Right for Your Business? A Definitive Guide (incl. examples) 
Starting a Partnership: All Legal Aspects You Need to Know
Starting a Sole Proprietorship: Everything you need to know!
Starting a corporation – A brief guide
Non-Profit Organizations 101: What You Need to Know Before Starting Your Own

ReferenceHyperlink
IRS: Limited Liability Company (LLC)https://www.irs.gov/businesses/
Small Business Administration: Limited Liability Company (LLC)https://www.sba.gov/business-guide
LegalZoom: How to Start an LLChttps://www.legalzoom.com/business/

About the author

Manuel has been a paralegal expert for more than 15 years and works for one of the largest law firm in the state of New York.

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