[This is the sixth post in a seven-part series discussing the characteristics of limited liability companies and comparing them to the characteristics of corporations, general partnerships, and sole proprietorships. Here’s the entire list.
Part 1. Background on sole proprietorships.
Part 2. Background on partnerships.
Part 3. Background on corporations.
Part 4. LLCs are distinct legal entities, separate from their owners.
Part 5. A limited liability company’s owners are not liable for the LLC’s obligations.
Part 6. Options for an LLC’s management structure.
Part 7. Options for an LLC’s tax treatment.]
Previous posts discussed the management structures of the three classic business entities that we’re using as a framework for discussing limited liability companies and, in particular, exactly who is responsible for running the business day-to-day.
Sole Proprietorships. Remember Drucker’s General Store, the example I used to illustrate sole proprietorships? Sam Drucker ran his own store on a day-to-day basis. In fact, I’m not sure Sam even had any employees. That’s the prototypical management structure for a sole proprietorship — the proprietor himself or herself runs the business on a day-to-day basis.
Corporations. Once again, corporations are at the opposite end of the spectrum from sole proprietorships. As discussed earlier,the owners of a corporation (i.e., the shareholders), have no role in the day-to-day operation of the business. Instead, their role is limited to electing a board of directors who, in turn, usually delegate responsibility to officers and employees of the company. Of course, in a closely held company, it’s very common for the owners, acting as shareholders, to elect themselves as directors and then to appoint themselves as officers.
General Partnerships. The management structure of general partnerships varies a bit more, but usually the day to day affairs are managed by the partners themselves — by all of the partners, or by a management committee composed of partners, or by a single managing partner.
Limited Liability Companies. Fundamentally, there are two different ways limited liability companies can be managed — by the members themselves or by one or more managers, who are appointed by the members. In other words, a limited liability company has the flexibility to be managed like a sole proprietorship and many partnerships are managed — by the owners of the business themselves. However, it’s also possible for the owners to be relatively far removed from the day-to-day operation of the company, with a role largely restricted to appointing one or more managers to operate the LLC. Note, however, that the members of a manager-managed LLC are free to name one or more of their own as manager(s).
Even a single-member LLC has the same choices of management by the members or management by managers. A few days ago, in explaining why a single-member LLC needs an operating agreement, I touched on some of the reasons that the sole owner of a limited liability company might choose to make their LLC manager-managed.
So one of the advantages of a limited liability company is that it offers choices for management structure. Next we’ll see that a limited liability company offers choices for tax treatment as well.
If you would like to discuss the best structure for your new business, you may contact our office to schedule an initial consultation.