The limited liability company is one of the most common business structures in the United States. It offers its owners the ease and flexibility of a partnership or sole proprietorship while granting the personal financial protection of a corporation. Regulations vary from state to state, but all states currently permit the formation of an LLC with only one member.
While this structure is not right for everyone, the single-member LLC has become a very popular choice among both individuals and business entities for a number of reasons. If you are considering this business structure it’s important to understand how it works, who it’s best for, and all of the advantages and disadvantages of structuring your business in this way.
Basic Structure of a Single Member LLC
A single member LLC is simply an LLC with only one member. It is formed and structured in the same way as a multi-member LLC and includes two main features:
- Pass-through taxation: Because LLCs do not have their own federal income tax classification, an LLC is not considered separate from its owner or owners for tax purposes. This means that all income generated by your single-member LLC passes through your business to you, the sole owner, when it comes time to file your taxes. All business income will be taxed as personal income and reported on your personal tax return.
- Limited liability: The concept of limited liability means that in the case of debts or legal actions, a business owner’s liability is limited to the fixed amount they invested in the company. This protects an LLC member from being personally liable for any debts incurred by the business. Maintaining this protection requires the business owner to keep business and personal finances strictly separate.
Forming An LLC
To form an LLC, you will be required to file articles of organization in the state or states where you choose to do business and name yourself or your business entity as the principal member of your organization. To be considered a single-member LLC there can be only one person or entity named as the owner of the company. One exception is that in community property states, a married couple may jointly own a single-member LLC, known as a Qualified Joint Venture.
Like all LLCs, a single-member LLC can be designated as either member-managed or manager managed. If you do not choose a designation on your articles of organization, your default setting will be member-managed. This means that you are both the owner and manager of the company. This is the most common designation for single-member LLCs.
For some, though, setting up a manager-managed LLC makes more sense. In this format, the owner of the company retains control of the business but can hire one or more people to handle the day to day management responsibilities. Any single-member LLC can choose this route, but it is particularly useful for businesses with more than one location, such as restaurants or retail stores.
Most people who choose to form LLCs do so for the limit liability protection they provide. Just like a multi-member LLC, a single-member LLC creates a corporate veil, which can protect your personal assets from liabilities that arise in the course of doing business. Generally speaking, you will be protected from:
- Contractual liability: This refers to anything your business has contractually agreed to, such as supplier agreements or bank loans. If you are unable to meet the terms of these agreements, your personal assets will be protected in the event of legal action to recover damages or debts.
- Tort liability: This type of liability occurs when one person commits wrongdoing against another. In the case of a single-member LLC, your personal assets are protected in the event that one of your employees causes harm as a result of negligence or other wrongdoing in the course of doing business.
Benifits Over Other Business Structures
Beyond these protections, choosing a single-member LLC over another business type such as a sole proprietorship or a corporation offers several additional benefits.
- Investment opportunities: Registered businesses often carry increased stature in the minds of potential investors. It is generally more difficult to attract investment funds to a sole proprietorship than to an LLC.
- Credibility: As a single business owner, registering as an LLC can also add credibility to your operation in the eyes of prospective customers. Many people feel more comfortable working with a business rather than an individual.
- Flexible taxation: A single-member LLC can choose to be taxed as either a sole proprietor or a corporation, depending on what format will produce the best financial outcome. This decision should be made under the advisement of a tax professional.
- Flexible ownership: Unlike a sole proprietorship, a single-member LLC can be owned by either a person or a single entity such as another LLC or a corporation.
- Ease of doing business: While a single-member LLC offers the limited liability protection of a corporation, it is not required to follow the same formalities, such as issuing stock, creating and adopting bylaws, and holding annual shareholder meetings.
A single-member LLC comes with many benefits. However, it also has several limitations. A single-member LLC does not protect you in the following situations.
- Personal torts: While your LLC will protect your personal assets if one of your employees has legal action brought against them, you will be liable for all personal torts that result from deliberate or negligent harm to others when you are working on behalf of your business.
- Personal guarantees: As the owner of a single-member LLC, you will retain liability for any personal guarantees or pledges you make to a financial institution or lender and any contracts you sign as yourself rather than your business.
- Outside liability: While most people think of limited liability protection as a way to shield personal assets from business liabilities, multi-member LLCs offer something called charging order protection. This protects business assets from personal liabilities. If one partner faces financial trouble, this rule prevents personal creditors from seizing more than that one person’s share of the company profits. Because single-member LLC owners operate on their own, this protection does not apply to them. In most states, your corporate veil can be pierced from the outside and your business assets seized to settle personal debts.
- Fraudulent or illegal activities: Like personal tort liability, you will retain personal liability in the event that you commit any fraudulent or illegal activities in the course of doing business.
LLCs were first conceived as partnerships, so while single-member LLCs are universally permitted across the United States, in practice it can be more difficult to protect your assets when faced with legal action. Protecting yourself comes down to strict attention to detail and impeccable record keeping. Below are some of the ways you can help maximize the benefits and protections of a single-member LLC.
- Do not blur personal and business lines. As a single-member LLC, it can be very difficult to keep your business and personal finances completely separate. However, this is the most important thing you can do to remain in compliance and retain your personal asset protection. Make sure to request a federal employer identification number (EIN), open separate business bank accounts, and always sign business contracts on behalf of your LLC, not as yourself. All business-related documents, including checks, contracts, purchase orders, and bids, should bear the name of your business followed by LLC.
- Create an operating agreement. It may seem counterintuitive to create an operating agreement as a sole business owner, but it is actually even more important. This document is designed to dictate how your company functions, and while it is not required, it can go a long way toward proving the legitimacy of your business and protecting your corporate veil in the courtroom.
- Remain compliant. While LLCs are fairly simple to maintain, it is vital to stay current and compliant with all state reporting requirements, tax liabilities, and other regulations to retain your legal protections.
- Purchase business insurance. Despite the protections built into your LLC, it is still always a good idea to carry liability insurance. Since courts have historically had an easier time piercing the corporate veil of single-member LLCs, liability insurance can offer you an extra layer of protection if your business runs into any financial or legal trouble.
A single-member LLC is a great business structure for any business owner who can benefit from limited liability protection, wants to build more legitimacy around their business, or is looking for a flexible tax structure.
When it comes to individual entrepreneurs, converting from a sole proprietorship to an LLC can benefit almost any business type. From dog walkers to personal assistants to content creators, there are few downsides to giving yourself the added protection and legitimacy an LLC provides. However, some sole proprietors will benefit more than others. When deciding whether the single-member LLC is right for you, consider the following:
- Does your business create personal risk? Some businesses are riskier than others and will benefit more from the limited liability protection offered by an LLC. For example, if you work in construction, personal care, pet care, or own one or more rental properties, a single-member LLC is a smart move.
- Can you keep your assets separate? When it comes to LLC protections if you can’t keep your business and personal interests separate they are effectively null and void. Before forming a single-member LLC you should consider the feasibility of doing this. If you run a side business that brings in a very low income and has few business expenses, it may not be worth the effort to create separate accounts and financial records.
Businesses with Multiple Ventures
Beyond sole proprietors, the single-member LLC can also be a great tool for business owners who already own an LLC or corporation. In many cases, these owners can benefit from a parent-subsidiary LLC structure.
This is a good move for businesses with multiple ventures, such as real estate investors and developers, restaurant groups, and movie or TV studies. Under this system, the parent company serves as the owner of one or more single-member LLCs. By doing this, the business owner is able to protect each branch of the business from any problems that arise with the others, retain personal liability protection for themselves, and enjoy the simplified and flexible taxation structure offered by an LLC.
The LLC is an extremely popular business structure for a reason. It is easy to form and maintain, offers attractive liability protection and flexible taxation options, and lends itself well to almost any type of business. Whether you are a sole proprietor looking to take the next step in solidifying your business or an established business owner looking to expand or organize your multiple ventures, a single-member LLC can be an excellent choice. While this structure comes with its limitations, many of them can be overcome by diligent compliance with the business requirements. If you think this structure is right for you, continue on to learn how to form an LLC.