Today . . . I am thinking about this question that came in from one of our readers about what the difference is between an LLP and LLC.
If you have a small business question that you'd like for me to answer, let me know.
Q: Dear Inner Samurai, I'm debating between whether to register my business entity as an LLP or LLC. What are the pros and cons of both?
A: Excellent question!
As you know, everyone starting up a business needs to decide which business entity is best for them.
Although the differences between an LLP (Limited Liability Company) and an LLP (Limited Liaility Partnership) looks to be rather like splitting hairs, once you know how these two entities are created and what legal protectsion and benefits each offers, you'll be able to decide which one is best for your business.
Articles of Organization
Both LLCs and LLPs are created by filing Articles of Organization or Formation with the appropriate state government agency-typically the Secretary of State for the state.
Although the paperwork varies, in terms of formation, forming an LLC closely resembles forming an LLP. And often the Articles of Organization or Formation consist of a simple one- or two-page form where the organizer of the new entity "fills in the blanks."
Legal Protection
LLCs and LLPs offer, basically, the same legal protection. Both entities shield owners from liability related to the operations of the entity.
However, each state has laws that governs the particulars of the legal protections offered by LLCs and LLPs. And in some jurisdictions, an LLP may have or may be required to have one partner whose personal liability is not limited.
FYI: The owners of an LLC are called members and the owners of an LLP are called partners.
Tax Benefits
In general, both LLCs and LLPs do not require the business to pay income taxes on its profits. Instead, the income, deductions, and associated taxes just "pass through" to the owners/partners of the entity. In otherwords, the tax liability is passed on to the owners/partners and they are personally responsible for paying any taxes on gains.
What to Consider When Deciding Which Entity Is Best for You
Deciding on the best entity formation for your business will depend on the state in which you live, your personal circumstances, and the way you are proposing to run the business.
In some states, some types of businesses are not permitted to use either an LLC or LLP as their business entity. For example, one of the reasons that large law and accounting firms are LLPs is that they can be an LLP in every state, yet can't operate as an LLC in every state. So check with your state to make sure an LLC or LLP is allowed.
The case for an LLC: If the total capital to start up your business belongs personally to you, as an individual, and you alone are going to be responsible for its operations and all future decisions, it is better to form an LLC. This will limit your liability to the extent of the capital you have invested.
However, if you have made any personal guarantees while arranging loans or credit for your business, these guarantees can force you to extend the force of your personal assets to any liabilities that the LLC incurs.
The case for an LLP: If you will be including any other partner in the running of your business, either because you need your partner's finances, intellectual, or other resources, an LLP is the better choice. When that is the case, make sure you put down in writing the extent of the interests each partners has in the Articles of Association or Formation. This will govern the risks and liabilities that each partner will be liable for in case of any losses caused by operations or as a result of any legal action against the LLP.
Finally, it is best to consult with a legal professional before making a decision about which business entity is best for you. Also, talk to your CPA and financial advisor before making the final decision.
Do you have any other suggestions? If so, leave a comment and let us know. And, if you have a small business question that you'd like for me to answer, let me know.
Susan L. Reid
Inner Samurai Business Expert
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