Creating a start-up company is an exciting time for any new business owner. The first legal step for any business owner should be to form your entity in order to protect your personal assets, but there are a few more steps to be taken before you cut the ribbon and open for business.
Here are ten items to consider before you’re ready to do business as a limited liability company (LLC) under Pennsylvania law:
1. Operating agreement Executing an operating agreement is the first critical step to take after forming an LLC because it lays out the rules of the business and governs the way the members will operate. It will, for example, name the officers and set forth each member’s ownership share. This step is of particular importance for multi-member limited-liability companies.
2. Bill of sale for contributed assets If a member wishes to contribute personal assets to the LLC, those assets must be properly transferred to and titled in the name of the LLC through a bill of sale. Certain kinds of assets, like vehicles, will require additional steps to properly re-title in the name of the LLC, but for many assets, a simple bill of sale will do the trick.
3. Obtain EIN and consider filing for S-election An employer identification number (EIN) is a business’s federal tax identification number. It’s used for federal tax filings. As a business owner, you should get an EIN for the LLC even if you don’t have employees because eventually someone (such as vendors or clients) will require it.
An LLC is taxed as a “pass through” entity, which means the members report business earnings on their personal tax return each year. Making an S-election allows the owners to divide profits into salary and distributions, which could provide a tax benefit in some cases.
4. Permits and licenses Depending on your industry and location, you may need to obtain a license or permit from the state, county or municipality for the LLC to conduct business. Many businesses are regulated in Pennsylvania, so the LLC will need a license before it can conduct any business in the regulated area. These licenses often are inexpensive and ensuring registration compliance will save future expenses.
5. Open a new bank account The key to protecting your personal assets is to keep business funds separate from personal funds––never “commingle.” The easiest way to do this is to open a separate bank account just for the LLC. You may consider getting a business credit card. This will help keep a detailed log of business spending.
6. Trademarks Forming your LLC protects the LLC from other people within the state from using the LLC’s name. In general, a federal trademark will protect the LLC’s brand nationwide. If your business is brand-dependent, you should consider filing for trademark protection as early as possible.
7. Insurance Insurance is critical to protecting the LLC against losses. A general liability insurance policy will broadly cover the LLC for accidents, injuries and claims of negligence. You may wish to consider additional policies specific to the business conducted by the LLC such as commercial auto coverage for a transportation service, or product liability coverage for businesses selling products.
8. Foreign qualification If the LLC is formed in one state (Pennsylvania for example) but will be conducting business across state lines, the LLC may need to register with those other states through a foreign business qualification. Such qualification usually involves filing a relatively simple form with a one-time fee but the requirements vary from state to state.
9. Fictitious name If the LLC plans to operate under or utilize a name different from the name used when registering and/or forming the LLC (such as “John’s Apples” instead of “John’s Apples, LLC”), then you’ll need to file for a fictitious name (also called a “DBA” or “Doing Business As”). As a practice tip, the LLC should file for the name rather than the owners themselves. This will ensure the filing operates underneath the LLC.
10. Plan for compliance Operating the LLC should, at a minimum, include filing annual tax reports, maintaining accurate book keeping, and holding regular meetings of the members. The LLC should hold and document an initial meeting of the members, and plan for future meetings of the members by identifying future meeting dates and reserving such dates on the calendar.
Starting a business can come with a myriad of challenges, so it’s critical to think through these initial steps before forming the LLC.