How to Form a Single-Member LLC (SMLLC)

How to Form a Single-Member LLC (SMLLC)

by Jane Haskins, Esq., January 2015

If you’re the sole owner of your business, you don’t have to operate as a sole proprietor. Solo entrepreneurs can minimize their potential liability and maximize their tax benefits by forming a single-member LLC (SMLLC).

What Is a Single-Member LLC?

LLC is an abbreviation for limited liability company. The owners of an LLC are called “members,” so a single-member LLC is a limited liability company that only has one owner.

The “limited liability” part of your single-member LLC’s name means that you aren’t personally responsible for the LLC’s debts and obligations (unless you’ve signed a personal guarantee). If the LLC can’t pay its bills and gets sued, only the LLC’s money and assets can be used to satisfy the debt—your home, car and personal bank account aren’t at risk. In contrast, if you’re a sole proprietor, you and the business are legally the same, and any business debts and obligations are also yours personally.

Reasons to Form a SMLLC

Limited liability is the main reason solo business owners form an LLC. But establishing an LLC can also have other advantages:

Single-member LLC taxes are flexible. A single-member LLC is ordinarily taxed like a sole proprietorship, but it can choose to be taxed as a corporation if that is more advantageous. An accountant can advise you on the best tax status for your LLC.
Many small business owners prefer LLCs over corporations because they have a more flexible management structure and typically have fewer recordkeeping and reporting requirements.
Forming an LLC helps protect your business name from use by competitors. States do not allow two business entities to be formed with the same name, and LLC formation creates a public record that you’re using the name.
Outsiders may view your business as more legitimate and credible if it’s an LLC rather than a sole proprietorship.

How to Form a Single-Member Limited Liability Company

Here are the steps to form a single-member limited liability company:

1. Find out if the name you want is available. Before forming an LLC, conduct a name search to make sure the name you want to use for your LLC is available in your state. Most states allow you to search business names online. If you are not ready to form your LLC right away, almost all states allow you to reserve a name for a limited period of time.

2. Choose a registered agent for your LLC. A registered agent is a person or business entity that will accept lawsuits and other legal documents on behalf of your LLC. In most states, a registered agent can be anyone—including you, although there are disadvantages—who is over 18, has a physical address in the state, and is ordinarily available at that address during business hours.

3. Prepare articles of organization and an LLC operating agreement. Each state has a form for the articles, located on the website of the secretary of state or other agency that handles business filings. You will typically need to provide the name and address of your LLC, the name and address of the registered agent and the purpose for which the LLC was formed. You may also need to say whether the LLC is managed by its members or by managers.

The single-member LLC operating agreement is a separate document that describes such things as how your LLC will be run, how new members can be admitted, and the procedure if you sell or close the business. It isn’t filed with the state, but is kept at your main place of business.

4. Submit the articles of organization, together with the filing fee. In most states, the LLC is formed as soon as your application is processed. You will receive a certificate of formation in the mail.

5. Obtain a federal tax ID number (optional). A single-member LLC that does not have employees, is taxed as a sole proprietorship, and does not pay certain other business taxes is not required to have a federal tax ID number—you can use your Social Security number instead. However, your bank or lender may require a tax ID, and you might not want to use your Social Security number for business matters. You can obtain a tax ID number for free on the IRS website.

6. Open an LLC bank account. To protect your limited liability status and make recordkeeping easier, it’s essential to have a separate bank account for your business.

7. Always use “LLC” at the end of your business name on official correspondence, forms, marketing materials and contracts. Doing this makes it clear to everyone that they’re doing business with an LLC and not with your personally.

 

 

When you form a single-member LLC, you protect yourself from personal liability for business obligations and gain flexibility at tax time. Single-member LLCs are easy and inexpensive to set up and your business will get the added credibility that the LLC designation provides.

File your articles of organization online with LegalZoom. The economy package includes a preliminary business name check, filing your documents with the state agency, and a personalized state-specific operating agreement. The Express Gold package includes professional legal and tax advice, federal tax ID and more.

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