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    11 Replies Latest reply on Nov 13, 2008 6:20 PM by SoCalLawGuy

    SIngle Member LLC questions

    kaliamama Wayfarer
      I want to form LLC in texas by self and need some help

      Here are some questions i have

      1. List of documents i have to send with form 205.

      2. Can LLC address, Member address and Registered Agent address be same ?

      3. Only memeber can be registered agent with same address.

      4. As my LLC will be home base and single member LLC , What is best TAX type , I have full time job as well

      5. How and when to select TAX type (Like S-corp, Solo member etc)

      6. What should i cover in operational agreement . and do i need to send it with from 205.

      7. LLC will be a staffing/Consulting comapny, What should i fill in Purpose . and how it matter . can i change purpose latter.

      8. DO i need to hire lawyer or accountant to form an LLC. what are the benifit to do so.

      Thanks
      Kalia
        • Re: SIngle Member LLC questions
          Lighthouse24 Ranger

          You got good answers from other members on your previous post about this here:
          Single Member LLC
          You might want to recognize those folks with "helpful" points.

          Here's a link to instructions that might answer a lot of your questions:
          http://direct.sos.state.tx.us/help/help-corp-filing-205.html

          As for the specific ones you asked:
          1.Since you can apply on-line, I don't think you have to send anything (other than payment).
          2. Yes.
          3. Yes, if the member is a Texas resident, and the address is in Texas.
          4. By default, your LLC would be a "disregarded entity" (like a sole proprietorship) for income tax purposes. You'd have to elect to be taxed different, and the IRS would have to approve. (There can be advantages to that for some, but that's getting into professional advice beyond my expertise.)
          5. See above.
          6. Google "LLC Operating Agreement Sample". You'll find lots of models to work from.
          7. It's a fixed provision -- "For the general purpose of conducting any lawful business."
          8. You CAN do it yourself, but professionals provide professional expertise. If you need them, you need them. If you don't, you don't. (Sort of like you don't need a doctor to tell you to take aspirin, but doing your own appendectomy is ill-advised.)

          Hope that helps. Best wishes.
            • Re: SIngle Member LLC questions
              kaliamama Wayfarer
              thanks for answer , its really helpful .

              But not clear on operating agreement

               

              Do i need to send it to SS or to irs ?

              and about the tax , as per your answer by default my llC will tax as "disregarded entity " and if u need want to taxe differently i have to elect it , here is my question

              When and how can i elect ? does it in procees of formation LLC or its any time after.

               

              Thanks again
                • Re: SIngle Member LLC questions
                  JVCruz Adventurer
                  From my understanding:

                  In regards to IRS, you need to get an EIN number for your LLC using form SS-4 and then choose an election using Form 8832. Depending on your circumstances you may wish to elect to be taxed as an S-Corp - since it seems you are going to have employees and also may be subject to withholding and such. See an accountant for which will benefit you best. All this can be done online. You do this after your LLC has been formed and approved by the state.

                  You may also want to visit Business.gov for links to help you and use their Permit Me link to find out what licenses and permits you may need in your area and state.

                  JV Cruz
                  1 of 1 people found this helpful
                  • Re: SIngle Member LLC questions
                    Lighthouse24 Ranger

                    As for your LLC operating agreement, no, you don't file it with the state. So why write one, you might be asking? It contains the rules for how your business is operated. Most agreement spell out:
                    • member percentage interests in the LLC
                    • member rights and responsibilities
                    • member voting powers
                    • how profits and losses will be allocated
                    • how the LLC will be managed
                    • rules for holding meetings and taking votes
                    • buyout and buy-sell provisions.

                    If your operating agreement doesn't cover something, then state law will apply -- in other words, the state will decide how things are handled instead of you. Also, the operating agreement spells out the procedures that (if followed) will prove that the LLC is functioning as a separate legal entity -- rather than just an extension of you personally. This is important to protect the limited liability status of the company.

                    I hope that explains it. There a decent book by Anthony Mancuso called Your Limited Liability Company: An Operating Guide -- it's not Texas-specific, but if all this LLC stuff is new to you, it might be worth looking at.

                    Best wishes.
                      • Re: SIngle Member LLC questions
                        kaliamama Wayfarer
                        Thanks for answer
                        That mean , i need agreement for my record , i don't not need to send it to any one , and as i am the only member employee i can sign it by my self and keep it for my record ,.

                         

                        According to all answers , i can form LLC by my self as its going to be a single member LLC .

                        1. file form 205.
                        2. get EIN
                        3 Prepare Operational agreement.

                        and i think thats it

                        as my LLC is going to be home base staffing company in texas i don't need any extra certification / licence from city or state

                        correct me if i am wrong

                         

                        Thanks a lot .
                    • Re: SIngle Member LLC questions
                      Worldwide Newbie
                      Why Texas? Business laws are not to be misunderstood, if you don't have an attorney you should get one. Look up our website and we may be able to suggest a different way to go for your business.
                    • Re: SIngle Member LLC questions
                      LUCKIEST Guide
                      Single Member LLC questions, This is your second post. You ask a LOT of questions,
                      BUT you do NOT answer any questions.

                      Last time, I asked you to Tell us more. Go to Members page and share more info.

                      How soon do you plan on starting this business?? Do you have a Business Name??

                      Anybody in business should have both a Lawyer and an Accountant.

                      LUCKIEST
                      1 of 1 people found this helpful
                      • Re: SIngle Member LLC questions
                        Bridge Navigator
                        I hope this information helps.

                        1) You can have a single member LLC
                        2) addresses can be the same
                        3) Registered Agent is the person authorized to accept legal notice for your company. Yes you need to designate one. It can be you. It can be the same address.
                        4) You will need to pay taxes on the income you generate. The amount/type will vary based on circumstances. In general, payroll taxes (FICA, etc.) and unemployment. I do not know about TX specific. The IRS site is very helpful. Part depends on how you elect to be taxed - as a sole proprietorship or as a corporation. You will need to determine this. If you elect to be taxed as a copr. I would suggest also making a "S: corp. election (see many post on the subject of LLC tax elections).
                        5) Veil piercing or "Piercing the Corporate Veil" refers to potential liability. People set up corps. and LLCs to protect their personal assets in case the company is involved in a lawsuit or has some type of liability. The corporation is its "own" legal person. The "veil" can be peirced if it can be shown that the person and the business was one in the same; i.e. comingling bank accounts, no proper operating agreements in place, etc.

                        So, yes, you do need an operating agreement and get a seperate bank account and credit card for your new business. Pay all business expenses from this account.

                        You will need to determine your own funding requirements.

                        Hope this helps.
                        Greg