What is a limited liability company?
Answer: A limited liability company is a separate company, or entity, that can provide asset protection, including protection of real property. The entity, or "LLC" has its own tax identification number and is recognized by the Internal Revenue Service as a an independent company.
Why should I have a limited liability company for my real property and other assets?
Answer: States, including Wyoming, have enacted a Uniform Limited Liability Company Act. Keeping real estate in an LLC can protect assets from claims.
What is the protection available for my assets in an LLC?
Answer: A judgment creditor cannot routinely "pierce the veil" of the LLC to obtain assets of the LLC. For example, if a tenant of your real property sues you as landlord and claims breach of the lease, the tenant cannot interfere with the management of the LLC, cannot force transfer of the membership interest, and cannot force dissolution of the LLC.
Am I required to have a designated office in Wyoming, and why I am required to have one?
Answer: The principal office of your company is required so that anyone doing business with you or anyone that needs to send a message to you has contact information.
What is the procedure for setting up a limited liability company?
Answer: The first step is to file Articles of Organization with the Secretary of State of Wyoming. There is a nominal filing fee. Our office can assist you with the filing of the Articles and maintaining them in current status.
What is a "low profit limited liability company"?
Answer: A company that states in its articles that its business purpose is for charitable or educational purposes.
Am I required to have a manager of the limited liability company?
Answer: You are not "required" to have a manager of the LLC but you can have a person that is responsible, alone or in concert with others, for performing the management functions outlined in the operating agreement.
Do LLCs have partners or members?
Answer: The LLC has members. After formation of the LLC, a person becomes a member as provided in the operating agreement. A person can also become a member with the consent of other members or as a result of a transaction or sale.
What if there is more than one person to be a member?
Answer: If a limited liability company is to have more than one member upon formation, those persons become members as agreed by them. The parties can also agree who is a manager or managers, the members, their rights and responsibilities, all of which are set out in the operating agreement for the LLC.
In order to be a member, is a contribution to the LLC required?
Answer: A person may become a member without making a contribution to the LLC and without acquiring a transferable interest, so long as all the members agree and that agreement is documented.
How are decisions made in the LLC?
Answer: The decisions are made by the members and the managers. A majority of the members, unless the operating agreement provides otherwise, for a LLC formed before July 1, 2010, is defined more than fifty percent of its membership interests based on each member's proportionate contribution to the capital of the LLC, as adjusted for contribution and withdrawals.
How is it determined whether the LLC is is member managed?
Answer: A LLC is member managed unless the articles of organization or the operating agreement provide otherwise.
What are other ways the LLC can be managed?
Answer: The Articles of Organization or the Operating Agreement can provide that the LLC will be manager managed.
What is the Operating Agreement?
Answer: The Operating Agreement establishes the members, the powers and duties of the members, the taking of action, voting, how the LLC may be terminated and all of the provisions of the management of the company.
Please see the other pages on this site for more information on LLCs.
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