To understand the advantages and disadvantages of a limited liability company, let’s take the example of three individuals: Sam, Paul, and Harry. They want to start a business together but they are quite uncomfortable with forming a partnership since in that case, they will be personally liable for the debts of the business. They know that a corporation enjoys limited liability, but they are unhappy with the clauses in a corporation too. A corporation would not let them manage it by themselves. Also, they will also have to pay a double tax on the earnings. They found a solution in forming a Limited Liability Company which will combine the benefits of both the Partnership and the Corporation form of business organization.
Limited Liability Company as a business organization is allowed and governed under state laws. The owners of a limited liability company are referred to as its members. Unlike a corporation, the members of this organization can manage the company by themselves and can fully involve in the everyday operations of the company (without having to appoint a Board of Directors who then appoint managers) while still enjoying limited liability. A single person/member can form a Limited Liability Company while there is no limit on the maximum number of members a limited liability company can have.
Advantages of a Limited Liability Company
A limited liability company borrows this advantage from corporations. The company exists as a separate legal entity that protects its members from being personally liable for business obligations.
A simple example will be, suppose that the company started by Paul, Sam, and Harry takes a huge amount of loan to invest in some risky project. And, the project unfortunately fails and results in massive losses. Now, the company does not have enough money or capital to pay back the bank loan. So, if the bank goes to the court, the court can mandate Paul, Sam, and Harry to sell off the assets of the business and pay back the loan. The court, however, cannot chase their personal assets. Hence, courts cannot ask the owners to personally pay for the damage and debts of the business. Their personal assets are safe (which is not a case in partnership and sole proprietorship form of businesses).
Law treats the income of a Limited Liability Company as the income of its members/owners. This means that the members of a limited liability company can avoid double taxation on business income which is the case in a corporation. In the case of corporations, the earnings of a company are first taxed with the corporate tax rate and then in the hands of the shareholders as personal income tax.
So, if the company started by Sam, Paul, and Harry makes a profit of $60,000, the company won’t have to pay any corporate tax on this income. Instead, (supposing that the three members share this profit equally) Sam, Paul, and Harry will each pay tax on $20,000 (according to the tax rate) as personal income tax.
Flexibility of Income Distribution
A limited liability company offers flexibility in terms of the distribution of profits of the business. So, earnings of the business under this form do not necessarily have to be distributed equally or in the ratio of the partners’ capital contribution. Suppose that the capital contribution of the three members Paul, Sam, and Harry is $20,000, each. However, Harry puts more effort and time towards the business than the other two. Naturally, Harry will want a greater share of profits since he is contributing more time and effort towards the business. Under limited liability companies, they are free to divide their business profits in the ratio which they think is appropriate. This ratio, however, should comply with the Internal Revenue Service’s rules on partnership income distribution.
Another good advantage of limited liability companies is that they are relatively easy to set up and run than corporations. Whereas incorporation of a corporation is a hectic and costly process, all that law requires to form a limited liability company is filing of an Articles of Association and the drafting of an Operating Agreement (operating agreement defines the company’s policies and procedures such as accounting methods to be used, rights and responsibilities of the members, etc. ). Also, whereas a corporation requires regular shareholders’ meetings, etc., a limited liability company does not require to observe such formalities.
Lastly, the owners of a limited liability company have the advantage of controlling the business directly. Unlike in corporations, where the company must have officers (CEO, CFO, etc.) and a Board of Directors, all members of a limited liability company are free to manage the company directly and take the business in whatever direction they want to go.
Disadvantages of a Limited Liability Company
Difficult to Raise Capital
A limited liability company generally has the same two sources of raising funds as a corporation: equity and debt. Raising funds through the equity route means selling ownership stakes of the business. This will also mean adding one more member (or more) to the list of members. Hence, you will have one more member (or more) to share your profits. Existing members may have to share decision-making power with the new member.
Avoiding this route will require the members to go and search for an investor, which is also difficult. Limited liability companies are not very popular. So, convincing potential investors that investing in your business will be a good decision can be a challenge.
The alternative to this is debt financing (through bank loans). But, bank loans also have a limit on the amount of debt you can take. Suppose that you want to open 50 more stores of your brand, or any other project which requires massive investment. In these cases, debt financing can not provide you with such an amount of money especially if your business is new and doesn’t have a good track record. Debt financing also commits your business to pay regular interest rates out of the profits, along with the principal amount. Hence, raising capital for a limited liability company is a very uneasy task
Confusion Across States
Since limited liability companies are registered with states and not Federal agencies, different states may have different regulations governing such companies. So, if you decide to do business in multiple states, it may become a little complex to understand and abide by different requirements of different states. Hence, an interstate business may not go well with this form of business organization.
No Perpetual Existence
Most of the states in the US require the founders to set a limit for the company’s existence. Even in the absence of such a clause, a limited liability company will cease to exist in the event of death or withdrawal of a member from the company. There is a way out of this by transferring the ownership stake of the outgoing partner, but it comes with heavy restrictions especially for this kind of business organization.1–6