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Starting your own business is a confusing, difficult process.  We can help make your business start smoothly by assisting you before you even start to conduct business.  The first step in any successful business plan is to organize your business into a legal entity form that will best suit your business, tax and personal needs.  For many small business, a limited liability entity is the most suitable, while for others, a corporation form is the most reliable.  We can also assist you in forming partnerships and limited partnerships.

We have found that most small business with a single or a few partners/owners work the best when organized under a limited liability company structure. 

 

LLC / Limited Liability Companies

Common Questions:
bulletWhat is a limited liability company?
bulletHow do I form a LLC?
bulletWhat information do I need to form a LLC?

What is a Limited Liability Company?              

A Limited Liability Company is an unincorporated form of business organization that is similar to a general or limited partnership but possesses a limited liability protection.  This limited liability protects its members from liability to the same extent that corporate stockholders are insulated from the corporate entity's debts and obligations.

A LLC is formed when its Articles of Organization are accepted, filed and endorsed by the Connecticut Secretary of State.  Those who hold an interest in a LLC are referred to as members.   No member of a LLC is liable for the obligations of the LLC solely by being a member.  The internal affairs of a LLC are governed by the Act unless the members agree otherwise.  This agreement by the members is referred to as the "operating agreement."  The operating agreement is similar to a partnership or corporate shareholder agreement. 

As a pass-through entity for tax purposes, the LLC is more advantageous for closely held businesses than a Corporate entity.    In most cases, the LLC will be treated as a partnership for Federal and Connecticut State Tax purposes.   In 1994 the IRS issued a ruling which recognized that LLC's formed under Connecticut Law could be classified as Partnerships for tax purposes.

 

Forming a Limited Liability Company of Your Own

The entire process of forming a LLC is quick and easy.   We will assist you in preparing your Articles of Organization  for submission to the Connecticut Secretary of State, including, at no extra cost to you, a search of Secretary's Corporate Records to ensure that your business name is not already reserved or in use.  Upon filing of the Articles, we will then draft a Organization Agreement according to your business formation wishes.  The speed and low cost at which this formation is completed make it a worthwhile undertaking for your own personal protection.  

What Information Do I Need to Form My LLC?     

First, you must create an original name for your business.  When you form your LLC with Sherriff & Sherriff, at no extra charge, we will perform a search of the Connecticut Secretary of State's Records for previous reservation or use of your business name.  

Next, decide if the LLC will be managed by a manager or by the members of the LLC.  Under Connecticut Law, every member of a LLC is presumed to be its agent solely by being a member.  However, this presumption will be removed if the management of the LLC is established to be vested in a manager or managers.  

Thirdly, you must declare the purpose of your business entity.   Under Connecticut Law, business purpose can be for any lawful purpose, as specific or as general as you wish.  

Next, the address of the LLC's principal office.  This address does not have to be the actual place of business of the LLC, but it can not be a Post Office Box.  Finally, a Statutory Agent for service of process in Connecticut must be named.   The agent can be anyone natural person who resides in Connecticut. 

We can streamline the process and make sure that forming a Connecticut Limited Liability Company is simplified for you.   For more information or for a consultation please call us at (203) 226-9800 or email us or call us.   

 

 

 

 

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Disclaimer:  The information contained herein  is for informational purposes only. It is NOT legal advice. You are not entitled to rely on this information or to take any action, legal or otherwise, based on this information. State & Federal Laws and procedures change frequently. You are advised to consult a licensed attorney before pursuing any  legal matter and before taking any legal action.  The Law Firm of Sherriff & Sherriff shall not be held liable for reliance on the information contained herein. (c) Sherriff & Sherriff