Austin is a great place to start a business! In 2018, Inc. Magazine reported research that ranked Austin the number one for entrepreneurs, and a 2016 report by Austin Business Journal credited Austin as the best place to start a small business. If you’re living in Austin and you’ve decided to start a business, you’re in luck! If you’ve started researching the available business entity types, you may repeatedly come across the terms “limited liability company” and “LLC,” but you might not understand what it is or whether it is right for you. A limited liability company (LLC) is a business entity that protects its owners, often referred to as members, from being personally liable for the debts of the company. The LLC is unique because it combines various characteristics of corporations and partnerships, which together make it one of today’s most preferred legal structures for companies.
Benefits of an LLC
- Limited Liability. The most recognized characteristic of an LLC is its limited liability protection. This requires LLC members to separate their personal assets from those of the entity, thereby enabling members to pursue business purposes with reduced risk to their personal property.
- Flexible Taxation. Another benefit of the LLC is its flexible tax structure. Unlike other limited liability legal entities, the IRS will allow LLC owners to determine whether they wish to be taxed as a disregarded entity, a partnership, or a corporation.
- Customizable Management Structure. Unlike other business entities, the LLC does not mandate any particular management structure. Members can decide whether the company will be managed by the members themselves or by one or more managers (who may or may not be members). There is also no mandate regarding the number of people who can own or manage the LLC. The specific details regarding management are determined by the LLC’s company agreement or, in its absence, the Texas Business Organizations Code. This allows LLC members to choose the management structure that works best for their LLC.
- Relaxed Compliance Requirements. An additional benefit of the LLC is less stringent compliance requirements. Unlike corporations, LLCs do not have required annual meetings and boards of directors. The documentation and reporting requirements are also more lenient. As a result, smaller businesses that do not run complex operations can enjoy a legal structure that meets their unique needs. If LLC members want to add mandates to their company, they can do so in the company agreement.
Risks of an LLC
The benefits and risks of an LLC are opposite sides of the same coin. Essentially, there is a cost for flexibility. Each business owner must analyze their circumstances to determine whether the benefits outweigh the risks. The following are some of the key risks to consider:
- Loss of Limited Liability. Although an LLC enjoys limited liability, poor practices could result in an LLC losing its liability shield. If a company fails to properly maintain a separation between the company’s business assets and the members’ assets by keeping separate bank accounts, complying with state regulations, and maintaining proper records, a court may find grounds to pierce the veil and attack personal assets during litigation.
- Difficulty Obtaining Investors. The looser structure of an LLC can make it less appealing for investors because (a) it can be more challenging to ensure returns on investments absent structural elements like mandatory meetings and reports, which provide accountability; and (b) their interests are less liquid because there are often limits on transferability of LLC membership interests and an absence of interested buyers. If an LLC’s members eventually decide that a new entity type better suits their investors’ needs, they may find the process of converting the entity to be expensive and challenging.
If you need assistance deciding whether an LLC is appropriate for your business, or if you would like to learn more about other business entities like sole proprietorships, partnerships, and corporations, we can help. We’ve been helping Austin business owners for over 25 years, and we’d love to help you get your business off to a solid start with the most advantageous business formation for your new company. Call or schedule a meeting with our team of knowledgeable business attorneys. We can assist you in determining the right entity for your company, filing the proper documents with your secretary of state, and remaining compliant with applicable requirements.
By: Danielle Taylor