The LLC Series: Introduction - History & Legal Basis

Описание: Howdy, this is David Groce, your Texas Tax and Law Man,

Americans love pick-up trucks. They are the number one selling vehicle in America because of their utility and value. Whether we’re going Old Town Road with the horses in the back, loading in the surfboards, our buddies easy chair, or our lady friend’s latest art project, a truck has the power and capacity to do the job.

In modern business, a Limited Liability Company, simply called an LLC, is the pick-up truck of business. An LLC is the brainchild of the Cowboys in Wyoming Legislature who wanted to give the average American the legal protection of a big-fancy corporation while affording the simplicity of a sole-proprietorship. They wrote the first LLC law in 1978. Texas adopted its LLC statute in 1991 and the rest of the states followed suit, with all 50 states recognizing Limited Liability Companies since the early 2000s.

Today, LLCs are the “go-to” solution for new business start-ups. In this series, we will discuss the basics of how an LLC is formed, its powers, and how it is taxed. We’ll talk about the most common uses of LLCs from sole-proprietorships, to partnerships, S Corps, limited partnerships, and even corporate tax structures. We’ll end by looking at some modern derivations such as the Series LLC.

For today, let’s begin with legal underpinnings of an LLC: it is a State created legal entity, it has state tax obligations, and it has federal tax obligations.

First, LLCs must be created in a State. By that, I mean there are no federal LLCs. Under the U.S.Constitutions, all rights not expressly granted to the Federal Government, are reserved to the states. That means that each of the fifty (50) states has the right to define the rules regarding property and property rights within their state. That means if you want to buy Texas real estate, you have to follow Texas law. If you want to buy a car in Colorado, you have to follow Colorado law. And, if you want to create an LLC in Delaware, you have to follow Delaware law because Delaware law defines the rights, powers, duties, and obligations of an LLC created in Delaware and doing business in Delaware.

I know that was a power-packed sentence so let me unpack it. First, a state has a right to define property in the state and what entities can do business in that state. If an Oklahoma LLC wants to do business in Texas, then that Oklahoma LLC has to register in Texas, submit to the jurisdiction of Texas, and be bound by the laws of Texas to carry-on business in the state. For some people, this is no big deal. They are Texas realtors and are going to sell Texas real estate, so it seems obvious they are subject to Texas law...

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