Questions and Professional Answers

• Limited Liability Companies

  I have been told that one of the benefits of forming a Limited Liability Company, (LLC), in Missouri, is that the company cannot be sued for more than it's worth, therefore reducing the amount of liability insurance the company would have to carry. Is this true? If not what are the advantages of becoming an LLC?

  • Re: Limited Liability Companies

    No, I think that you might have misunderstood or at least you were misinformed. There is no law limiting the amount an LLC can be sued for to the value of the LLC assets. The advantage of forming and maintaining an LLC would be protection from personal liability, and there may be tax advantages as well. You should consult with an attorney to discuss your specific situation and get advice on whether an LLC would be a good idea for you. Good luck.

    Michael R. Nack
    Michael R. Nack, Attorney at Law
    200 South Bemiston (307)
    St. Louis, MO 63105

• Llc

  What is the difference between a limited liability company and a professional liability company? To file an LLC does it only include filing forms the following two forms (application for registration of trade name - ARS 44-1460) and Articles of Organization for Domestic Limited Liability Company - LL0004)?

  • Re: Llc

    A professional limited liability company has as members and managers only those of a specific profession, i.e., all will be doctors, or all will be lawyers, or all will be accountants. The reason for this is so that decisions are only made by those professionals licensed and regulated by the state. To form a new PLLC or LLC or corporation, you begin by finding out what limitations are placed on your profession by the state as far as what type(s) of entity you can form and limitations on structure and management. Then make sure you have enough money to follow through with the whole process. Then you check with your accountant or attorney to find out what type of entity is most beneficial to your needs. Then you check to make sure the name for your LLC is available and not too similar to another business' name, or you might get sued. Then, you draft Articles of Organization for your LLC or PLLC or corporation (there are different formats). Then you file the Articles with the Corporation Commission (expedited if you want it Filed within a week or so), then publish the Notice after the Articles have been approved. Then have your first meeting of Members or Managers and set up the ownership and management structure. Then, if you haven't already, draft an Operating Agreement, LLC Resolution, Waiver of Notice and Minutes of Organizational Meeting, EIN Application, and state and city licensing as necessary. Our fees to create a Limited Liability Company are 750.00. This includes a Consultation (about what licenses and permits you might need and what type of entity to form), Preparation of Limited Liability Company Articles of Organization, Operating Agreement, LLC Resolution, Waiver of Notice and Minutes of Organizational Meeting; including EIN, expedited filing fee and 3 publishings.

    Donald W. Hudspeth
    The Law Offices of Donald W. Hudspeth, P.C.
    3030 North Central Avenue, Suite 604
    Phoenix, AZ 85012-2713

  • Re: Llc

    A professional liability company or professional corporation is the same as other corporations or LLCs, but the members or shareholders must hold a professional license, ie. lawyers, doctors, architects, engineers, etc.Organization of an LLC requires filing the articles, publishing the articles according to law and the making of an operating agreement.You should seek counsel in putting an LLC together, or you may fail to create the entity properly and not limit your liability or obtain the other benefits of operating a business as an LLC or corporation.

    Donald Scher
    Donald T. Scher & Associates, P.C.
    2200 E. Camelback Rd., #102
    Phoenix, AZ 85255

• limited liability company

  Could you please explain to me what a limited liability company is. what does it consist of. who can apply for it. Basically all i need to know regarding a limited liability company (LLC) please.Thank You

  • Re: limited liability company

    In Malta, similar to in the UK, a limited liability company (Ltd) is a corporate vehicle, and a legal person, regulated by the Companies Act. It consists of shareholders and directors, and a company secretary. The shareholders are the members, who pay up at least 20% of the nominal value of the share capital on incorporation (or a later issue of equity). The liability of shareholders is limited to the nominal amount of their shares (which is why it is called limited liability company). The minimum share capital in Malta is 500 MTL of which 100 MTL (the 20%) must be paid up. Maltese companies must have a minimum of two shareholders (the second often being a local professional). Nominee shareholders are possible but not necessary for tax planning purposes.The company is run by the directors. Nominee directors are possible, and often necessary for tax planning purposes. The directors are assisted for formal administration (official filings, etc.) by the company secretary.Anyone can, even at distance through a Maltese law or accountancy firm, incorporate a Maltese ltd. Usually, payment of fees and expenses is required in addition to various items of information needed for incorporation. Setting up a company includes, amongst other things, drafting and registering memorandum & articles of association, opening a bank account where the share capital is deposited, and often making applications for the company to be treated in a fiscally favourable way.Indeed, the tax planning aspects of Maltese companies are what makes them so interesting internationally. Maltese companies with purely international activities often have an overall tax burden of less than 5%.More information can be obtained from me, the Malta Financial Services Authority (mfsa.com.mt) and the various other law firms as well as accountancy firms on the island.

    Ewout Wierda
    Galea Debono & Associates
    14/5 Vincenti Buildings, Strait Street
    Valletta, NUS VLT08

  • Re: limited liability company

    In England it is; (i)an association of not less than one(in the case of a Private Company) or two(in the case of a Public Company)Members forming themselves into a company in order to undertake an economic social or charitable activity in a manner that limits each of the members' liability for any loss in advance to a pre determined maximum sum; and(ii) which is registered in accordance with the Companies Acts.There is no specific form of "LLC" as there is in many current and former Colonies. "The Empire Stikes Back" applies to corporate Law as it does to many other walks of life!

    Richard Howard
    Richard Howard & CO
    Central Court, 25 Southamton Buildings
    London, NUS WC2A 1AL

  • Re: limited liability company

    Malta uses more or less the concepts of English company law. You can actually download the Companies Act from the following website: http://www2.justice.gov.mt/lom/home.aspIf the company has only one shareholder, you will have to pay up the minimum share capital (MTL 500) in full. In case of more than one member, only 20% need to be paid up.In Malta as well, you would not call it an "LLC" but a "Ltd" (in case of a private company) or a "p.l.c." (in case of a public company).I would suggest to get advice from a Maltese advocate with knowledge of the issue. I would be happy to set up contact to one (though I am resident in Malta, I am qualified and admitted to the bar in Germany).

    Volker Hirsch
    RA Hirsch
    22 San Anton Street
    Attard, Malta, Malta BZN 02

• Dissasociation of Member of Limited Liability Company

  I am looking to find a form to use to prpare a dissasociation of a member of a limited liability company located in Pennsylvania. The limited liability company will continue, but need to remove one member.

  • Re: Dissasociation of Member of Limited Liability Company

    I suggest you look online for a form for a fee. If you can not find one, well, attorneys SELL their services. You are looking for a service, not some advise.

    Kevin Begley
    Kevin J. Begley - Attorney at Law
    3010 Bordentown Avenue
    Parlin, NJ 08859

• Limited Liability Company

  I have a limited liability company in new jersey.Beyond my insurance liability limitation of 1 million,can anyone go further towards my personal property,such as house etc. if the person sues more than 1 million?thank you.--name removed--

  • Re: Limited Liability Company

    Except in unusual circumstances, the LLC form of business is sufficient to insulate the business owners from liability on account of suits brought against the business. However, a few causes of action can also give rise to personal liability. You should ask the question of a lawyer who is familiar with the type of business that you do and the services that you perform for the business. The chances are that you are fully protected but there are exceptions that might apply.See also: http://info.corbettlaw.net/lawguru.htm

    John Corbett
    Corbett Law Firm LLC
    303 Walnut Ave.
    Evesham, NJ 08053-7016

• Limited Liability Company (LLC)

  If a one-person Limited Liability Company (LLC) was to besued in court, to what extent are the person's personal assets (house, car, etc.) protected?

  • Re: Limited Liability Company (LLC)

    The answer to your question depends on the nature of the suit. Normally, the owners of the LLC are protected personally by the corporate veil. However, under certain circumstances, the corporate veil may be "pierced," which could cause the individual owners to be personally liable. There are many factors to consider before the corporate veil may be pierced. These factors and the varying ways in which they apply are too numerous to mention in this response. If you would like more details you may email me or contact my office at 312-236-9906.Very truly yours,Thaddeus J. Hunt, Esq.

    Thaddeus Hunt
    Law Offices of Thaddeus Hunt
    120 South State Street, Fourth Floor
    Chicago, IL 60603

• how to get rid of a partner in a limited liability company

  i work for a limited liability company. my boss is currently in divorce procedures with his wife, and wants to take her name off the llc papers. he did buy her out. how can we do this? i'm his assistant. thanks!

  • Re: how to get rid of a partner in a limited liability company

    There are two ways your boss's ex-wife's name could be removed from the LLC: 1. The LLC could redeem her interest, and 2. Your Boss could buy her out. There is different paperwork and tax treatment for each method. The transfer of the LLC interest would require and "Assignment" to be drafted, which she would have to sign.

    Thomas Schober
    Schober Schober & Mitchell, S.C.
    16845 West Cleveland Avenue
    New Berlin, WI 53151-3532

• Limited Liability Company

  Should I file papers to become a Limited Liability Company before I purchase real estate for rental income? Could I wait until the purchase is closed or would I lose tax benefits? Would LCC protect me from tenant lawsuits?

  • Re: Limited Liability Company

    It depends on how many rentals you own or intend to own. I would consult with an attorney. I would be happy to provide a free consultation (440) 835-8200.

    Joseph Burke
    Law Office of Joseph T. Burke
    24500 Center Ridge Road, Suite 175
    Westlake, OH 44145

  • Re: Limited Liability Company

    Do you plan on having other units?If not, you really don't need legally to have an LLC, and insurance will cover your liability issues.If you do plan on doing other units, then yes, LLC is the way to go, unless you plan on having employees. In that case, you would want to incorporate.The tax ramifications are best answered by an accountant. Do that first and call me:Joe Jacobs 216-952-1990 / 216-227-0900

    Joseph J. Jacobs Jr.
    The Jacobs Legal Group
    15614 Detroit Avenue
    Cleveland, OH 44107

  • Re: Limited Liability Company

    The qestion you are asking is much more difficult than it seems. The correct answer depends on the answers to a number of other questions. It is far to complex to address via email. If you wish to discuss your options, please feel free to contact me at 216.241.2500.

    David Weilbacher, Esq.
    Attorney at Law
    1525 Leader Building
    Cleveland, OH 44114

• Corporations vs. Limited Liability Companies

  What advantage does a ''S'' corporation have over a Limited Liability Company and vice versa?

  • Re: Corporations vs. Limited Liability Companies

    "s" corporation is a federal taxation distinction. For the advanteages i suggest you talk to an accountant. A limmited liability company is a state law type of corporation. Its advantage is that it limits the personal liability of the shareholder/employees liability from each other. An LLC can be an "S" corp. Talk to an accountant.

    Eric Ballinger
    Ballinger & Associates
    250 East Main Street
    Canton, GA 30114

• Limited Liability Company Personal Liability Question

  I am a member of a Limited Liability Company in the US (FL) and looks like the company will close soon. What is the personal liability of the members? Two of the members file the company with a 50/50 share of the loss on their personal returns. The other two members appear on the registered LLC documents, but don’t manage the company and don’t file the company losses on their personal tax returns. Those two members are listed on the LLC filing because they originally gave some money to start the business.One of the members signed a 12-month (goes into affect at time of default) personal lease guarantee.I wanted to know if the creditors, landlord could hold each member personally liable if so, to what extent based on the information above? To what extent does the LLC protect the person assets of a member?Thank you

  • Re: Limited Liability Company Personal Liability Question

    members of the LLC have no liability by virtue of being members as long as the LLC was operated legitimately.

    Alan Wagner
    Wagner, Vaughan & McLaughlin, P.A.
    601 Bayshore Boulevard; Suite 910
    Tampa, FL 33606