Limited Liability Company Center

Your information center for organizing and operating an LLC

The limited liability company is a very recent entry to the list of entities available to a person starting a business. While corporations and partnerships have been recognized as separate entities for centuries, it was not until 1977 that Wyoming became the first state to permit the organization of a limited liability company. Acceptance was slow at first but during the mid-1990s adoption of LLC acts turned from a drizzle into a torrent. In 1997, Hawaii became the 50th, and final, state to enact a limited liability company statute.

These new entities were very attractive because they offered a business the limited liability of a corporation but were generally treated as partnerships for tax purposes (that is, there is no tax at the entity level and therefore no “double taxation”). (See “What is a limited liability company?“) While the new entity had many of the features of a limited partnership or S corporation, they offered flexibility that the existing forms of business entities lacked. As a result, limited liability companies are now the entity of choice for many small and family-owned businesses.

LLCs are not right for every situation, however. While the LLC has many advantages over other entities, the LLC also has its disadvantages. Depending upon the situation, a partnership, limited partnership, limited liability partnership, S corporation or even a C corporation may be a more appropriate choice for a new business. Deciding on a particular type of entity can be a complex and challenging process, and in any particular situation reasons may dictate a choice other than a limited liability company. While forming an LLC is typically a very simple process, the decision whether to form an LLC or another entity is not, and I recommend that you consult an attorney before actually taking the step of forming your LLC.

LLCs continue to evolve. Many of the early LLC statutes did not allow a limited liability company to have just one member; the entity was viewed as a form of “partnership” that required at least two members. Now all states permit single member LLCs, though in some states there are differences between single member LLCs and other LLCs.

A more recent evolution of the LLC is the series LLC, which permits a single LLC to have various series, or “cells”, which allow the LLC to segregate the assets and liabilities of each series. The series LLC therefore protects the assets of one series from liabilities of another series.

To help you make your decision, I have collected some articles and other materials on LLCs. By clicking on a specific state in the column on the right, you can find information on where to file your articles of organization or other formation documents, the fees for filing articles of organization, links to the official web site of the state office where LLC filings, the statutory citation to the law governing LLCs in that state.