Limited Liability Companies Are Replacing Partnerships While Some Worry about Revenue Loss, States Latch on to Advantages of LLCs

Article excerpt

THE greeting, "Howdy, partner," may always have a home on the range, but in business offices, partners could someday be scarcer than buffalo.

That day is still well in the future, but proponents of limited liability companies contend that, in time, the LLC will virtually replace the traditional business partnership and its corporate counterpart, the S-corporation.

"The development of LLCs is one of the most significant revolutions in business law," says David Neufeld, a Washington lawyer and executive director of the Association of Limited Liability Companies.

LLCs are a hybrid form of business organization, blending characteristics of both partnerships and corporations. For federal (and, in most cases, state) income-tax purposes, the owners of an LLC - called members - are treated as partners: All income, losses, and deductions of the business are passed through to the members and are not recognized at the enterprise level. (In contrast, corporations are taxed on gains, and stockholders pay a second tax on dividends and other corporate distributions.)

However, like corporate stockholders or limited partners, members of an LLC are shielded from personal liability for the acts or debts of the business. Ordinary business partners, including the "general" partners in limited partnerships, face unlimited personal liability. Fewer restrictions on investors

LLCs bear some similarities to S-corporations, authorized by the Internal Revenue Code, whose shareholders also avoid double taxation and enjoy limited liability. But LLCs have fewer restrictions on the number and kind of people and entities that can invest in the business than S-corporations have, and thus have greater flexibility in raising capital.

Enthusiasm for LLCs has swept through the states like a prairie fire since 1988, when the Internal Revenue Service ruled that LLCs formed under a 1977 Wyoming statute would be taxed like partnerships.

Today, 37 states have enacted LLC statutes, and legislation is pending in the remainder. Thousands of LLCs have been created.

Not all states are leaping onto the bandwagon, however. Lawmakers in such major commercial states as California, New York, Pennsylvania, and Massachusetts are taking a go-slow approach. The chief concern among legislators and government officials in these states is the potential loss of tax revenue from corporations. …