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v • d • e

A limited liability company or a company with limited liability (abbreviated L.L.C. or LLC or W.L.L) in the law of the vast majority of United States jurisdictions is a legal form of business company that provides limited liability to its owners. Often incorrectly called a "limited liability corporation" (instead of company), it is a hybrid business entity having certain characteristics of both a corporation and a partnership or sole proprietorship (depending on how many owners there are). An LLC, although a business entity, is a type of unincorporated association and is not a corporation. The primary characteristic an LLC shares with a corporation is limited liability, and the primary characteristic it shares with a partnership is the availability of pass-through income taxation. It is often more flexible than a corporation and it is well-suited for companies with a single owner.

It is important to understand that limited liability does not imply owners are always fully protected from personal liabilities. Courts can and do pierce the corporate veil of LLCs when some type of fraud or misrepresentation is involved, or under certain situations where the owner uses the company as an "alter ego."^[1]

[edit] Terminology

Member

LLC members are the owners of the LLC as much as shareholders are the owners of a corporation or the partners of a partnership. Like shareholders, a member's liability to repay the LLC's obligations is limited to his or her capital contribution. Members may be natural persons, corporations, partnerships, or other LLCs.

Membership Interest

A member's ownership interest in an LLC is often called a membership interest. Membership interests are often divided into standardized units which, in turn, are often called shares or units. Unless otherwise provided for in the operating agreement, a member's right to receive distributions or exercise member rights over the LLC is proportionate to their membership interest. Membership interests and member rights are regulated by state law.

Manager

In most states, LLCs may be managed by their members in proportion to their membership interests. In some states such as Georgia, however, each member has an equal right to participate in the management of the LLC unless there is a specific provision in the articles of organization or operating agreement to the contrary. Many LLC operating agreements, however, provide for a manager or board of managers to oversee or run the day-to-day operations of the LLC. The managers are elected or appointed by members and may also be, if so provided in the operating agreement, removed by members. A member may also be a manager. There is some confusion as to how to treat someone who is identified as the "managing member" of an LLC. Although suggestions have been made on earlier versions of this entry that a "managing member" should be treated as a manager, the better treatment is to consider a "managing member" as being a member.

Articles of Organization

All LLCs must file a document to form the LLC with the secretary of state (or other specified governmental office) of the state where the persons who form the LLC choose to organize it. This document is usually referrd to as "Articles of Organization" or "Certificate of Organization," depending on the state. The LLC may be formed in the state where the organizers are located, where the LLC will conduct business, or in another state.

Operating Agreement

It is common for an LLC to have an "operating agreement" which defines and apportions the rights of the members and the managers, if any, including issues of membership, management, operation, and distribution of income of the LLC. The operating agreement generally is not filed with the secretary of state (or other governmental office). The operating agreement is a contract among the members, the managers, and the LLC.

[edit] Flexibility and default rules

The phrase "unless otherwise provided for in the operating agreement" (or its equivalent) is found throughout all existing LLC statutes and is responsible for the flexibility the members of the LLC have in deciding how their LLC will be governed (provided it does not go outside legal bounds). State statutes typically provide automatic or "default" rules for how an LLC will be governed unless the Operating Agreement provides otherwise.

Similarly, the phrase "unless otherwise provided for in the bylaws" is also found in all corporation law statutes but often refers only to a narrower range of matters.

[edit] Management

LLCs may be either member-managed or manager-managed. A member-managed LLC may be governed by a single class of members (in which case it approximates a partnership) or multiple classes of members (in which case it approximates a limited partnership). Choosing manager management creates a two-tiered management structure that approximates corporate governance with the managers typically holding powers similar to corporate officers and directors. The LLC's operating agreement (the LLC version of a partnership agreement or a corporation's bylaws) determines how the LLC is managed. Corporations, S-corporations, Limited Liability Partnerships, Limited Partnerships, Limited Liability Limited Partnerships, and LLCs lie along a spectrum of flexibility with LLCs being the most flexible, and thus preferable, for many businesses.

[edit] Income taxation

For U.S. Federal income tax purposes, LLCs are treated by default as a pass-through entity^[2]. If there is only one member, it is treated as a "disregarded entity" for tax purposes, and the owner reports the LLC's income on his or her own tax return on Schedule C. For LLCs with multiple members, the LLC is treated as a partnership and must file IRS Form 1065. Individual partners would receive a K-1 for their share of income or losses to be reported on that owner's tax return.

As an option, LLCs may also elect to be taxed like a corporation by filing IRS Form 8832^[3]. They can be treated as a regular C-corporation (taxation of the entity's income prior to any dividends or distributions to the members and then taxation of the dividends or distributions once received as income by the members), or an LLC can elect to be treated as an S-corporation. Some commentators have recommended an LLC taxed as a S-corporation as the best possible small business structure. It combines the simplicity and flexibility of an LLC with the tax benefits of an S-corporation (self-employment tax savings)^[4].

[edit] Advantages

• Check-the-box taxation. An LLC can elect to be taxed as a sole proprietor, partnership, S corporation or C corporation (as long as they would otherwise qualify for such tax treatment), providing much flexibility.
• Limited liability, meaning that the owners of the LLC, called "members," are protected from some or all liability for acts and debts of the LLC depending on state shield laws.
• Much less administrative paperwork and record keeping than a corporation.
• Pass-through taxation (i.e., no double taxation), unless the LLC elects to be taxed as a C corporation.
• Using default tax classification, profits are taxed personally at the member level, not at the LLC level.
• LLCs in most states are treated as entities separate from their members, whereas in other jurisdictions^[which?] case law has developed deciding LLCs are not considered to have separate legal standing from their members (see recent D.C. decisions^[which?]).
• LLCs in some states can be set up with just one natural person involved.
• Membership interests of LLCs can be assigned, and the economic benefits of those interests can be separated and assigned, providing the assignee with the economic benefits of distributions of profits/losses (like a partnership), without transferring the title to the membership interest (see, for example, the Virginia and Delaware LLC Acts).
• Unless the LLC has chosen to be taxed as a corporation, income of the LLC generally retains its character, for instance as capital gains or as foreign sourced income, in the hands of the members

[edit] Disadvantages

• Although there is no statutory requirement for an operating agreement in most states, members of a multiple member LLC who operate without one may run into problems as, unlike state laws regarding stock corporations, which are very well developed and provide for a variety of governance and protective provisions for the corporation and its shareholders, most states do not dictate the governance and protective provisions for the members of a limited liability company. Thus, in the absence of such statutory provisions, the members of an LLC can only establish governance and protective provisions pursuant to contract, in the form of an operating agreement.^[which?]
• It may be more difficult to raise financial capital for an LLC as investors may be more comfortable investing funds in the better-understood corporate form with a view toward an eventual IPO. One possible solution may be to form a new corporation and merge into it, dissolving the LLC and converting into a corporation.
• Many states, including Alabama, California, Kentucky, New York, Pennsylvania, Tennessee, and Texas, levy a franchise tax or capital values tax on LLCs. (Beginning in 2007, Texas has replaced its franchise tax with a "margin tax".) In essence, this franchise or business privilege tax is the "fee" the LLC pays the state for the benefit of limited liability. The franchise tax can be an amount based on revenue, an amount based on profits, or an amount based on the number of owners or the amount of capital employed in the state, or some combination of those factors, or simply a flat fee, as in Delaware. Effective in Texas for 2007 the franchise tax is replaced with the Texas Business Margin Tax. This is paid as: tax payable = revenues minus some expenses with an apportionment factor. In most states, however, the fee is nominal and only a handful charge a tax comparable to the tax imposed on corporations.
• The District of Columbia considers LLCs to be taxable entities, thus eliminating the benefit of flow-through taxes by subjecting members to double taxation.^[5]
• Renewal fees may also be higher. Maryland, for example, charges a stock or nonstock corporation $120 for the initial charter, and $100 for an LLC. The fee for filing the annual report the following year is $300 for stock corporations and LLC, and zero for non-stock corporations. In addition, certain states, such as New York, impose a publication requirement upon formation of the LLC which requires that the members of the LLC publish a notice in newspapers in the geographic region that the LLC will be located that it is being formed. For LLC's located in major metropolitan areas (i.e. New York City), the cost of publication can be significant.
• Some creditors will require members of up-and-starting LLCs to personally guarantee the LLC's loans, thus making the members personally liable for the debt of the LLC.
• The management structure of an LLC may be unfamiliar to many. Unlike corporations, they are not required to have a board of directors or officers.
• Taxing jurisdictions outside the US are likely to treat a US LLC as a corporation, regardless of its treatment for US tax purposes, for example if a US LLC does business outside the US or a resident of a foreign jurisdiction is a member of a US LLC.^{[citation needed]}
• The LLC form of organization is relatively new, and as such, some states do not fully treat LLCs in the same manner as corporations for liability purposes, instead treating them more as a disregarded entity, meaning an individual operating a business as an LLC may in such a case be treated as operating it as a sole proprietorship, or a group operating as an LLC may be treated as a general partnership, which defeats the purpose of establishing an LLC in the first place, to have limited liability (a sole proprietor has unlimited liability for the business; in the case of a partnership, the partners have joint and several liability, meaning any and all of the partners can be held liable for the business' debts no matter how small their investment or percentage of ownership is).^{[citation needed]}
• The principals of LLCs use many different titles—e.g., member, manager, managing member, managing director, chief executive officer, president, and partner. As such, it can be difficult to determine who actually has the authority to enter into a contract on the LLC's behalf.

[edit] Variations

• A Professional Limited Liability Company (PLLC, P.L.L.C., or P.L.) is a limited liability company organized for the purpose of providing professional services. Usually, professions where the state requires a license to provide services, such as a doctor, chiropractor, lawyer, accountant, architect, or engineer, require the formation of a PLLC. However, some states, such as California, do not permit LLCs to engage in the practice of a licensed profession. Exact requirements of PLLCs vary from state to state. Typically, a PLLC's members must all be professionals practicing the same profession. In addition, the limitation of personal liability of members does not extend to professional malpractice claims.
• A Series LLC is a special form of a Limited liability company that allows a single LLC to segregate its assets into separate series. For example, a series LLC that purchases separate pieces of real estate may put each in a separate series so if the lender forecloses on one piece of property, the others are not affected.

[edit] History by country

The limited liability firm is a triumph of comparative law in action. The origin of this relatively new institution is generally attributed to the German law of 1892, authorizing the Gesellschaft mit beschrenkter Haftung... . While drawing some inspiration from the English practice of the private limited company, it was nevertheless an original creation. However, the claim that it was without precedent is negated by the fact that the State of Pennsylvania had enacted a law in 1874 authorizing the limited partnership association, which was extensively used. This form of business organization, as we shall note later, bears a striking resemblance to the limited liability firm current today in Europe and Latin America. Eder, Limited Liability Firms Abroad, 13 Univ Pitt L Rev 193 (1952).

LLCs are neither new nor strange to the business community in the civil law countries of Europe and Latin America. This business form has its origin in the 1892 German company law known as Gesellschaft mit beschrnkter Haftung (GmbH). Germany not only was the first civil code country to enact this legislation, but Germany's enactment became the discussional focal point for the countries which subsequently adopted this commercial enterprise. Molitor, Die Auslandisch Regelung der G.m.b.H. und die deutsch Reform, (1927); and 12 Zeitscrift fur auslandisches and internationales Privatrecht 341 (1938).

Once established in Germany, the concept of the LLC had a very active and fast growth. Success in Germany soon caused the German model act to become the focus of extensive debate. Within a short period of time after enactment in Germany, the following countries joined the limited liability bandwagon: Portugal (1917); Brazil (1919); Chile (1923); France (1925); Turkey (1926); Cuba (1929); Argentina (1932); Uruguay (1933); Mexico (1934); Belgium (1935); Switzerland (1936); Italy ( 1936); Peru (1936); Columbia (1937); Costa Rica (1942); Guatemala (1942); and Honduras (1950). In France, by the late 1940's, the limited liability entity known as "societes de responsabilite limitee" was more popular than the more traditional stock corporation and comprised approximately one-third of all French societes. Eder, Limited Liability Firms Abroad, 13 Univ Pitt L Rev 193 (1952).

In addition to the limited liability, the LLC laws of each of the above countries have the following four basic characteristics which distinguish this entity from other business forms: (1) all require some use of the word "limited" in the entity's name; (2) the entity is given full juristic personality; (3) the partnership concept of "delectus personae," permitting a member to control admission of new members to the entity; and, (4)codes that allow limited liability firms to be dissolved by death of a member, unless otherwise expressly stated in the articles of association; in addition, some provide for probate or sale of a deceased's share. Eder, Limited Liability Firms Abroad, 13 Univ Pitt L Rev 193 (1952); for additional information on foreign LLCs, see Devries & Juenger, Limited Liability Contract; The GmbH, 13 U Pitt L Rev 193 (1952) and Bagts, Reforming the "Modern" Corporation: Perspectives from the German, 80 Harv L Rev 23 (1980).

In the United States, several states passed legislation creating entities similar to the LLC. In the last quarter of the nineteenth century, Pennsylvania, Virginia, New Jersey, Michigan and Ohio enacted legislation permitting "limited partnership associations" or "partnership associations." These associations were created to provide a form of limited liability coupled with some of the beneficial characteristics of the partnership association. Burke and Sessions, The Wyoming Limited Liability Company: An Alternative to Sub S and Limited Partnerships, 54 J Tax'n 232 (1981). The enabling legislation for these associations requires that either the principal office or place of business be located in the enacting state. As a consequence of this restrictive legislation, these associations were not attractive to many entities active outside of these localities. They have not been used extensively.

In 1977, Wyoming became the first American state to enact a true LLC act modeled after the 1892 German GmbH Code and the Panamanian LLC. The Wyoming LLC Act permits the formation of LLCs organized for any lawful purpose execpt the business of banking and insurance. Wyo Stat §17-15-103. In addition to limited liability, the Wyoming Act has the same four basic characteristics of the European and Latin American codes that distinguished this entity. First, WYoming requires a form of the word "limited" in the entity's name. Second, the entity is given full juristic personality. THierd, the partnership concept of "delectus or intuitus personae" which permits a partner to control addmission of new partners to the partnership is present. Fourth, Wyoming's Act provides that LLCs must be dissolved by death of a member and provides for probate or sale of a deceased's share. In addition, the Wyoming Act contains a provision that excludes members or managers from litigation involving the business. Most LLC acts have followed this lead.

[edit] United States

A Limited Liability Company (LLC) is a relatively new business structure allowed by state statute.^[6] The LLC is chiefly inspired by the GmbH, a type of business organization in Germany, and by limitadas, a type of business organization available in many Latin American countries.^[7]

In the United States, the first limited liability company act appeared in Wyoming in 1977 as special interest^{[clarification needed]} legislation for an oil company.^[8] In 1980, the Internal Revenue Service issued a private letter ruling to an LLC formed under Wyoming LLC Act indicating that the IRS would treat the LLC as a partnership for federal tax purposes.^[9] However, later that year, the IRS proposed regulations that would deny partnership classification to any business entity in which no member bore personal responsibility for the entity’s liabilities. ^[10] In 1982, Florida adopted an LLC act modeled on Wyoming’s LLC Act.^[11] Due to uncertainty over the tax treatment of LLCs, no other states introduced LLC legislation until after 1988.^[12] In 1988, the IRS issued a revenue ruling stating that it would treat a Wyoming-style LLC as a partnership for tax purposes.^[13] By 1996, nearly every state had enacted an LLC statute.^[14] The National Conference of Commissioners on Uniform State Laws adopted the Uniform Limited Liability Company Act in 1996 and revised it in 2006.^{[citation needed]}

[edit] United Kingdom

The new form of Limited liability partnership (created in 2000) is similar to a U.S. LLC as it is tax neutral: member partners are taxed at the partner level, but the LLP itself pays no tax. It is treated as a body corporate for all other purposes including VAT. Otherwise all companies, including limited companies and US LLCs, are treated as corporate bodies subject to Corporation Tax if the profits of the entity belong to the entity and not to its members.

[edit] Belgium

In Belgium there are several different forms of corporations which provide limited liability. The "BVBA" (Besloten Vennootschap met Beperkte Aansprakelijkheid) in Dutch, or "SPRL" (Société Privée à Responsabilité Limitée) in French, is the smallest where the startup capital is required to be 18.500 EURO by law. It is mostly used for smaller business owners who want to protect themselves in case of bankruptcy.

[edit] Bosnia and Herzegovina

Bosnian and Herzegovinian legislation contemplates LLCs as društvo s ograničenom odgovornošću. Legislation is very similar to Croatian. Companies working under this structure append the abbreviation d.o.o. to their name.^{[citation needed]}

[edit] Brazil

The corporate structure in Brazilian law most similar to the United States LLC is the Sociedade Limitada ("Ltda."), under the new Brazilian Civil Code of 2002. The "sociedade limitada" is the new name of the "sociedade por quotas de responsabilidade limitada", and it can be organized as "empresária" or "simples", under this new code, roughly corresponding to the form types of "commercial" [commercial] and "civil" [non commercial] of the former and now extinct Commercial Code.

[edit] Bulgaria

Bulgarian legislation contemplates LLCs as Дружество с ограничена отговорност (Partnership with limited liability). Companies working under this structure appaned the abbreviation ООД to their name. In case of an LLC with individual owner it is contemplated as Еднолично дружество с ограничена отговорност (One-man partnership with limited liability) and abbreviated as ЕООД.^{[citation needed]}

[edit] Chile

Chilean legislation contemplates LLCs as Sociedad Comercial de Responsabilidad Limitada (Limited Liability Commercial Association). Companies working under this structure append the abbreviation Ltda. to their name. Therefore, a company which in the United States is called SomeCompany LLC would be called SomeCompany Ltda. in Chile. However, in the case of an LLC with one individual owner, the equivalent in Chile would be an Empresa Individual de Responsabilidad Limitada which uses the EIRL abbreviation.

[edit] Colombia

Colombian legislation contemplates a very similar structure as mentioned above in the Chilean case. The Ltda. abbreviation is also used in Colombia. However, in the case of an LLC with one individual owner, the equivalent in Colombia would be an Empresa Unipersonal which uses the EU abbreviation.^{[citation needed]}

[edit] Croatia

Croatian legislation contemplates LLCs as društvo s ograničenom odgovornošću. Companies working under this structure append the abbreviation d.o.o. to their name.^{[citation needed]}

[edit] Czech Republic

Czech legislation contemplates LLCs as společnost s ručením omezeným, abbreviated as s.r.o. or spol. s r.o.. The s.r.o. is not technically comparable to LLC because the profits are still subject to double taxation. The Czech law does not offer a possibility to start up a limited company without the possibility of avoiding the double taxation. The minimum capital is required by law to be at least CZK 200,000 (approximately US$ 9,900).

[edit] Denmark

The Danish form of the LLC is the anpartsselskab (see ApS). The minimum capital is required by law to be at least DKK 80,000 (approximately US$ 16,000)^[15].

[edit] Egypt

In Egypt, before 1954, there were restrictions hampering companies taking the form of Joint Stock Company and benefiting from the advantages. Most importantly, restrictions involving identifying the responsibility of each partner owned shares of the capital. Therefore; the Egyptian legislature has introduced - Act No. 26 of 1954 - a kind of companies called limited liability companies, and these companies have been exempted from the restrictions more shareholding companies, while retaining the fundamental advantage, and is to be responsible partners is limited to the amount of shares owned Of the company. And the limited liability companies in accordance with the law 26 of 1954, flanked by two constraints are essential: the first - that may not be less capital thousand pounds and is divided capital shares equal to the value of each of not less than twenty pounds. And the second - that may not increase the number of partners on the fiftieth partner, and at least two, the couple was among the partners must be of at least three partners.

And has been the abolition of Law No. 26 of 1954 under the Act 159 of 1981 which rose to list the minimum operational capital limited liability company of thousand pounds to fifty thousand pounds, then returned to the thousand pounds in the recent amendment, and law 159 For the year 1981 is no longer required that the minimum partners in the limited liability company of three partners in the case of couples.^{[citation needed]}

[edit] Estonia

In Estonia, a limited liability company is referred to as osaühing (OÜ). The type of entity is also required to be identified in the name. The minimum required starting capital for a limited company in Estonia is currently 40,000 EEK (~2556 EUR).^{[citation needed]}

[edit] Finland

The Finnish version of the LLC is the Oy (osakeyhtiö) or in Swedish Ab (aktiebolag). The minimum capital required by law is EUR 2,500.^[16]

[edit] Germany

Because of its hybrid characteristics it is very difficult to determine the German equivalent. On one hand it is possible to consider it as a kind of Gesellschaft mit beschränkter Haftung (GmbH) because it has aspects of a corporation; on the other hand it could be considered as a kind of Kommanditgesellschaft (KG), which is the German equivalent of a limited partnership. Based on the literal translation of the word "company" an LLC should be considered as a kind of KG without any liable partner. For the purpose of taxation the Bundesfinanzministerium (German Federal Ministry of Finance) gives detailed guidelines of the circumstances under which a LLC is to be considered as a "corporation" or as a "limited partnership"; see: Steuerliche Einordnung der nach dem Recht der Bundesstaaten der USA gegründeten Limited Liability Company.

[edit] Hungary

Hungarian legislation contemplates LLCs as Korlátolt felelősségű társaság. Companies working under this structure append the abbreviation Kft. to their name.^{[citation needed]} Hungarian LLCs were previously required to have a 3million HUF (Hungarian Forint) (approx. 16k USD) starting capital. This amount has been recently reduced and currently (in 2009) the minimum starting capital is 500k HUF (approx. 2.7k USD). The time of formation by the new electronic formation option has been reduced from 2 weeks to 2 hours, additional cost of formation is around 100k HUF (approx. 540 USD). Kft.s can be formed by the cooperation of lawyers. The Hungarian Kft. is the most common form of doing business in Hungary. As being part of the European Union (EU), Hungarian Kft.s can now obtain an EU VAT registration number for doing business across the EU. The Hungarian EU-VAT reg.number starts with "HU". This way the existence of the subject company, VAT issues and the cross-check is available on the common EU website for companies.^{[citation needed]}

[edit] Iceland

According to the Icelandic legislation there are two types of LLC forms, private and public held limited liability forms. Private LLC is abbrivated "Ehf." with the minimum capital of 500.000 icelandic krónas (kr.). Public LLC is abbrivated "Hf." with minimum capital of 2.000.000 kr.

[edit] Italy

The Italian Civil Code approved in 1942, as amended by the Government Act 6/2003, regulates three forms of limited liability company: Società per azioni or SpA. The minimum required starting capital for a SpA is EUR 120,000. Società a responsabilità limitata or Srl. The minimum required starting capital for a Srl is EUR 10,000. Società in accomandita per azioni or Sapa. The minimum required starting capital for a Sapa is EUR 120,000. Sapa have a mixed liability scheme, where standard partners have limited liability while managing partners have full liability. Companies append the correspondent abbreviation to their names.

[edit] Japan

Japan passed legislation in 2006 creating a new type of business organization, godo kaisha, a close variant of the American LLC.^{[citation needed]}

[edit] Latvia

SIA - Sabiedrība ar Ierobežotu Atbildību

[edit] Lithuania

In Lithuania, a limited liability company is referred to as uždaroji akcinė bendrovė. Abbreviation UAB is usually added before the company name. The minimum required starting capital is currently 10,000 LTL (approximately 3000 EUR).^[17] The sum can be immediately invested.

[edit] Macedonia

Macedonian legislation contemplates LLCs as друштво со ограничена одговорност. Companies working under this structure append the abbreviation д.о.о. to their name. This is the most spread organizational form of Macedonian companies.^{[citation needed]}

[edit] Mexico

Mexican legislation contemplates LLCs as Sociedades de Responsabilidad Limitada, also known for their abbreviation "S. de R.L.". S. de R.L.'s award limited liability to its members up to their contribution in the company (i.e. contribution of capital) and also act as pass-through or flow-through entities whereby profits are "passed-through" to its members, avoiding double taxation. This type of company is widely used by foreign investors in Mexico because of its "pass-through" modality and its "check the box" capability under the IRC (Internal Revenue Code of the U.S.).^{[citation needed]}

[edit] Moldova

Moldovan legislation contemplates LLCs as Societate cu Răspundere Limitată, abbreviated "S.R.L.", and are regulated member(s)-founder(s), and other non-founder members, minimum one member-founder and maximum total of 50 members, at least one of them must be the founder of the company, but all of the 50 could be also founders.^{[citation needed]}

[edit] Poland

In Poland, a limited liability company is referred to as Spółka z ograniczoną odpowiedzialnością (Sp. z o.o.).

The minimum start capital is 5000 PLN (since 2009; earlier 50.000 PLN).

[edit] Romania

This type of entity exists in this country since 1990 (abbreviated in Romanian, it is "SRL"). The owner is liable only with a value equal with the company's start capital, and because of that each SRL must clearly indicate this amount in the business relations, so that the other party knows how much money cover there is. The minimum start capital is less than $100 US.^{[citation needed]}

[edit] Russia

In Russia and certain other former Soviet countries, an entity with a somewhat similar structure is known as Общество с ограниченной ответственностью (lit., 'Society with Limited Liability'), usually abbreviated OOO, or in some CIS countries as OcOO.^{[citation needed]}

Although a Russian limited liability company shares the same name with a USA LLC, it is different in many ways. Most importantly, Russian LLC is not tax transparent: the company is taxed at the corporate level, and then, upon distribution of dividends, shareholders pay income tax (personal or corporate).^{[citation needed]}

A limited liability company is the most popular form of legal undertaking in Russia for simple shareholding structures. ^[18]

[edit] Serbia

Serbian legislation contemplates LLCs as društvo s ograničenom odgovornošću. Companies working under this structure append the abbreviation d.o.o. to their name same as in Croatia.^{[citation needed]}

[edit] Slovakia

In Slovakia, the law contemplates spoločnosť s ručením obmedzeným as the rough equivalent of a limited liability company. One to 50 associates can found it through a founding agreement with minimum capital of 5000€, minimum 750€ per person, in money or other property.^{[citation needed]}

[edit] Slovenia

Slovenian legislation contemplates LLCs as družba z omejeno odgovornostjo. Companies working under this structure append the abbreviation d.o.o. to their name. The minimum required starting capital for a d.o.o. is 7.500 EUR. Due to high cost and complicated bookkeeping of a real Corporation, this is a more widespread form.^{[citation needed]}

[edit] Sweden

The Swedish version of the LLC is the AB (aktiebolag). The minimum capital required by law is at least SEK 100,000.^[19]

[edit] Switzerland

The Swiss Code of Obligations^[20] provides for different kinds of companies with limited liability, the two most commonly used are:

Swiss Limited Liability Company:^[21][22] The terms for this kind of company used in the three official languages of the Swiss Confederation are as follows: In German Gesellschaft mit beschränkter Haftung (abbreviation: GmbH), in French Société à responsabilité limitée (abbreviation: S.à r.l. or SARL) and in Italian Società a Garanzia Limitata (abbreviation: SaGL). A Swiss LLC is similar to a LLC with respect to various matters, including the following: Members may also be natural persons, corporations, partnerships or other LLCs,^[23] the liability of a member of a Swiss LLC to pay for the LLC's obligations is limited to its capital contribution,^[24] a Swiss LLC may be either member-managed or manager-managed,^[25] and, unless otherwise provided for in the operating agreement, the members’ right to control or manage a Swiss LLC is proportionate to their individual membership interest.^[26] The membership interests in a Swiss LLC have to be registered^[27] and, thus, they may only be issued in the name of a member but not to the bearer.

Swiss Corporation^[22][28] (in English common law context usually translated as company limited by shares): The terms for this kind of company used in the three official languages of the Swiss Confederation are as follows: In German Akiengesellschaft (abbreviation: AG), in French Société Anonyme (abbreviation: SA) and in Italian Società Anonima (abbreviation: SA). A Swiss corporation is with respect to various matters different to a LLC (including a Swiss LLC): Most important is that a Swiss corporation may, neither by default nor by exercising any respective option provided by the Swiss law, be member-managed like a LLC, as the respective mandatory provisions of Swiss law provide that the board of directors has certain non-transferable duties.^[29] Furthermore, the shares of a Swiss corporation may also be issued to the bearer (bearer shares)^[30] and, thus, not only in the name of a holder (registered shares), which, however, applies to the membership interests in a Swiss LLC, which may only be registered.

[edit] Ukraine

This type of entity exists in this country since 1990-es. In Ukrainian it spells "Товариство з обмеженою відповідальністю" (abbreviated - TОВ, TзОВ), in transliteration "Tovarystvo z Obmezhenoyu Vidpovidalnistyu," that is, "Company of limited liability."^{[citation needed]}

[edit] U.A.E.

This type of entity exists in the U.A.E. states as a widely accepted way to do business and is referred as L.L.C..^{[citation needed]}

[edit] Names and abbreviations

Most states require that the company name contain one of the following terms, with some variation by state:

• Limited Company, L.C., or LC
• Limited Liability Company, L.L.C., or LLC
• Ltd. Co.

Limited liability companies may not use the following terms on their own:

• Company or Co. — reserved for corporations in most states (the use of the term "company" alone is not valid for a corporation in some states)
• Limited or Ltd. — reserved for corporations in Texas (except in Nevada, which allows the use of Limited or Ltd.)

In some other countries (such as Qatar and Bahrain) the acronym WLL is used for: With Limited Liability.

[edit] See also

• GmbH, a European form of the LLC
• Besloten Vennootschap (B.V.), a Dutch private limited company
• Limited liability
• LLP
• Series LLC
• Types of business entity
• Uniform Limited Liability Company Act
• good standing

[edit] References

This article includes a list of references, related reading or external links, but its sources remain unclear because it lacks inline citations. Please improve this article by introducing more precise citations where appropriate. (May 2009)

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