Nowadays, the clear cut choice of business entities in the United States and in Delaware is the Limited Liability Company, or LLC. In 2008 alone, the Delaware Division of Corporations welcomed the formation of 121,628 new business entities, 67% of which were LLCs. A relatively new business type in comparison to that of its corporate brethren, the first limited liability company act did not make an appearance in the US until 1977, in Wyoming. Uncertainty over the IRS tax treatment of the new entity stunted the spread of LLC legislation throughout the country. It wasn’t until 1988, that the IRS ruled that a “Wyoming-style” LLC would be treated as a partnership for tax purposes. From that point it didn’t take long to spread the LLC law to every U.S. State.
Delaware introduced the “flexible” LLC statute in 1992 which soon replaced Wyoming’s “bulletproof” statute as the model. Instead of requiring the company agreement to specify certain IRS restrictions, Delaware made the LLC akin to its existing partnership laws. These laws, which have long been recognized as the most flexible yet secure entity laws allow “Freedom of Contract” and “Enforceability of Contract” as the basis of their structure. By 1996, almost every state in the nation had an LLC statute on the books. Now, less than fifteen years later the LLC is the #1 choice for new business entities in the U.S.
If you have ever considered forming a business entity you have probably heard that Delaware is the place to do it. Over half of the US publicly-traded companies including 63% of the Fortune 500 call Delaware their legal home. With the most advanced business formation laws in the nation and a 215 year old business court system (the Delaware Court of Chancery) credited with writing much of the U.S. corporate case law, its no wonder Delaware is #1 legal environment for corporations in the U.S.
Let’s make one thing clear, the LLC is not a corporation. However, both entities share a primary characteristic – limited liability. Couple this with the pass-through tax treatment available to partnerships and sole proprietors (depending on the number of members) and it is no wonder that the LLC is the entity of choice for entrepreneurs all around globe.
If you are forming an LLC, it is important to understand that limited liability does not mean full protection from personal liability. Courts can and do pierce the corporate veil of the LLC, but for many businesses the administrative and tax flexibilities afforded by the LLC are irreplaceable. Fewer formalities and paperwork mean that LLC owners get to spend more time managing their companies and less time having meetings and taking notes. If this is how you want to run your business then do yourself a favor and choose the #1 business entity in the #1 business legal environment in the country. Maximize your protection from personal liability by forming a Delaware LLC with Harvard Business Services. To form an LLC please call us at 800 345 2677 opt 1, we are here and ready to assist!
THE AUTHOR OF THIS BLOG ARTICLE IS NOT A LAWYER AND HARVARD BUSINESS SERVICES, INC. IS NOT A LAW FIRM. THE ARTICLE ABOVE IS NOT INTENDED AS LEGAL ADVICE AND SHOULD NOT BE TAKEN AS LEGAL ADVICE. THIS SHORT ARTICLE IS STRICTLY TO MENTION SOME ASPECTS OF DELAWARE’S CORPORATION LAWS AND/OR LAWS RELATING TO OTHER FORMS OF ENTITIES WHICH YOU MAY NOT BE FAMILIAR WITH. WE RECOMMEND THAT YOU CONSULT WITH A LAWYER BEFORE FORMULATING A STRATEGY WHICH WILL BE SUITABLE FOR YOUR SPECIFIC CASE.