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what's up everybody it's me Julien dual-career I'm back with another video this week we're getting into a juicy juicy topic we're getting into a detailed discussion about single member LLC's folks so many of you have single member LLC's or you're thinking about starting one and you know I don't want you to get tripped up or caught up so let's get into a detailed discussion about it this video might actually be longer than my usual video but hang tight get some wine or a glass or a beverage of your choice and let's talk hey there YouTube welcome back welcome back to all of my old subbies and if you're new here welcome and hello my name is Jolene dual Kadir you're watching my channel where we talk about cannabis business and entrepreneurship from a legal perspective this week we're getting into a detailed discussion about LLC's specifically single member LLC's I want to break this video down into multiple parts because I feel like having one comprehensive video that covers pretty much the general big topics versus having a bunch of little videos is a lot better I think it's more useful to you guys you guys can actually sit down for 15 to 20 minutes and actually watch the video and get the bulk of information from it rather than watching four or five smaller videos if you know what I mean I don't know let's just see how this goes I think I'm gonna break this down into five main areas or five topics of the video the first section that I actually want to tackle is what exactly a single member LLC is second is how you actually go about forming one third it's gonna be what you need to do after you've formed your LLC and fourth is going to be basic tax considerations for single member LLC's and then finally probably the most important part of this entire video is things that you need to avoid as a single member LLC in order to maintain that level of limited liability protection that an LLC gives you I'll get into that more later but let's just get started on the first part so if you have not subscribed to the channel already or you're new here please consider subscribing and supporting the channel I post new and actionable content on this channel weekly except from when there's a pandemic and there are riot but I totally get it again I post new and actionable content on this channel weekly so if you subscribe and then you turn on notifications you won't miss any of it ok so go down there and hit that red subscribe button alright so let's start off with the basics what is a single member LLC in the first place so a single member LLC is basically your traditional LLC but it just has one number so for many of you who have formed LLC's where you're the only member or you're the only owner you're likely to have a single member LLC so at any rate whether you are a single member LLC or a multiple member LLC you're given the same protection as any traditional LLC so single member LLC's or LLC's in general are a great option for you if you are a person that is in business by yourself and you don't necessarily want to be a sole proprietor or fall into the category of a sole proprietorship because of the potential risk that you are exposed to so LLC is a great option for you let's get into the second part of it which is how you actually form your single-member LLC if you've already formed your LLC then go ahead and skip ahead to the next section I left the timestamps down in the description box for you so click it and just jump ahead but if you haven't let's talk all right so once you've decided that you want to start a single-member LLC you're gonna go ahead and visit your state's Secretary of State website I have a link below where you can download an excel sheet with every single Secretary of State's website and phone number so you could find your state and just go navigate straight to their website you're gonna go there and you're gonna do a business name search or a business search and what that does is that it helps you to understand or see if anybody in the state has registered their business under the name that you would like to name your business if they haven't then you can go ahead and proceed with that name and go ahead and register in your state if they have you may have to come up with a variation or something that makes you a little bit your name a little bit more distinguishable from the other persons registered name so once you've cleared your name and everything set to go you'll want to go ahead and fill out your application and this is gonna be an application to file your articles of organization with your state in most states you can do this electronically so you go ahead and fill out everything online and then you submit and you pay a fee and then a lot of states they do it within 24 hours where you're able to access your articles of organizations immediately they go ahead and they approve the filing in some states it takes a couple of days some states it takes a couple of weeks so the processing times will vary just check with your states and then once you're all registered you'll want to go to the irs.gov website to apply for your federal tax ID there's also a link that will take you directly to the application there you will apply for your EIN that's what it's called your federal tax ID and during that process you'll input all of your business information where your business was formed what jurisdiction it was formed under and your personal information that ties the business to you once you submit that form this is really important tip don't have them send it to you via mail I don't know who does that anymore there's an option for you to get your EIN letter electronically by PDF go ahead and select that option to have it delivered electronically and it will download the PDF for you you can go ahead and save that to your computer your hard drive your special file or print it out and keep it with your corporate books you want to make sure that you keep that E is number in a safe place because you're gonna be using that ein to apply for your bank account to open accounts to apply for business credit cards for a bunch of things so don't lose that EIN number keep it with your formation documents in your books all right so the third section here is what do you do after you have formed your single-member LLC okay so remember in the last section we got our articles of organization and we also applied for our iin that was delivered electronically via the IRS website you saved it to your computer right right I'm watching okay so you'll take your articles of organization and you'll take your iin take copies of them and you'll go on down to your local bank where you want to open up your business bank accounts and go ahead walk in give them that information tell them you want to open a business bank account and they should be able to open one there for you depending on what industry you're in if you're in cannabis and CBD this will probably be a little bit more complicated for you reach out to me and I will assist you but if you're just a regular run-of-the-mill business this should be a very very simple step another thing you'll need to do in addition to opening a bank account is that you'll need to apply for any relevant business licenses in your state or in your county or in your city anything that you need that's very specific to your industry or specific to your state this is gonna require a little bit of research on your end to figure out because it's just so state specific but once you've formed your company you can go ahead and contact your state or contact your division of Licensing or business licensing and figure out exactly what you need and again if you have trouble with that shoot me an email and I will try to help you where I can so now here is one more thing that you have to do and I know all of this seems pretty tis but believe me it matters you need to have an operating agreement drafted for your LLC I know it sounds like ridiculous like what do I need an operating agreement for it's just me but it does matter I'm going to get to that on section number five the things that you need to avoid doing with your single-member LLC but you need to have an operating agreement drafted up and what the operating agreement does is it governs how your LLC will be run so any decisions that your LLC will be making as far as distributions as far as debts and taking on loans and any sort of business activity even down to your tax elections will be all spelled out in your operating agreement your operating agreement will also cover the process by which you'll add people to your company so let's say you wanted to partner up with someone later on down the road your operating agreement would say how much the capital contributions would be if there are any voting rights how you guys are gonna make decisions and it basically spells out everything for you in black and white so there's no guessing games and everything is to the T and the letter of your agreement right so it's important to have that if you need a template for an operating agreement I have one linked below it's going to have to be a little bit tailored to your specific needs or your specific requirements but the basic framework is down there for you okay so once you have your operating agreement drafted you're gonna need to sign it and you're going to need to keep it with the rest of your important corporate documents and just have it on hand all right so next we're gonna get into a topic of basic tax considerations so there's tons of information out there on the internet and all over YouTube telling you how you can save tons of money if you open up an LLC listen I'm not a tax attorney I'm just a regular Smaug Euler attorney so I cannot tell you if that is the best option for you but I can say this your tax planning and your tax structure is very specific to you and your tax needs right yeah the overarching thing of what you're doing with your business taxes and your personal taxes so you're going to have to discuss this with your accountant or your CPA and make sure that all of that makes sense for you but when you start a single-member LLC you basically have two general options so when you applied for your EIN on the IRS website you probably defaulted to being taxed as a disregarded entity and what this means for federal income tax purposes is that you're just gonna report all of your business income on your own personal tax returns your 1040 your second option is to make an S corp tax election by submitting a special form to the IRS I have a video where I go over exactly what an S Corp is you can check that out here it's linked up here in the cards for you as well as down in the description box an S Corp tax election still allows you to get passed through taxation so you're still going to pay personal income tax on the business income the only difference is that you won't have to pay employment tax and again if that's something that you need more information on you should definitely speak to your accountant or your CPA your tax attorney for more information about that now the things to avoid this is probably the most important part of this video and I want you to pay close attention because if you mess this up you can potentially lose the protection that your LLC provides and that is through something as legal folks call piercing the corporate veil and if that happens you've essentially lost the protection of your LLC and kind of rendered your LLC sort of pointless because what we're after here is personal liability protection so you don't want to lose it you want to maintain it at all times that your LLC is in existence the first thing that you want to avoid doing is commingling your business funds with your personal funds or commingling your business assets with your personal assets that's why it was so important for you to open your business bank account so that way your business income comes in to your designated business account and your business debts and bills are paid out of your designated business account and it's not coming out of your personal account and your personal funds when you commingle your funds and your assets and your debts and liabilities it's evidence that you and your LLC are basically one in the same instead of your LLC being its own separate little being and you being your own separate little being you want to maintain this separation so when you commingle things think about it like this and you're basically saying you guys are the same thing there's no need for that LLC protection because hey I'm doing it all myself anyway you want to avoid that so please try to keep your business and personal assets liabilities credit yadda yadda yadda keep it all separate please as much as you can so this brings me to my next point you want to make sure that you are not underfunding your LLC and if I phrase this a different way I'm basically saying that you want to make sure that your LLC is adequately funded in order to do this you just need to make a capital contribution to your LLC or you need to just deposit something into your bank account and make note of it on your book so it looks as if your LLC was started with a reasonable amount of money in order for it to get started this doesn't need to be hundreds of thousands of dollars it doesn't need to be a million dollars it just needs to be a reasonable amount that someone would reasonably expect you to have in the bank in order to start your business so my final thing to avoid is not following your corporate governance or your formalities again it might seem pointless but you definitely want to still follow the governance and the corporate formalities that a multi-member LLC would believe me this makes a difference and it does matter guys so that operating agreement that you had drafted at the beginning of this process please go ahead and make sure that you adhere to the policies and procedures that you have listed in your operating agreement and just make sure that you document any steps that you take with your operating agreement or any changes that you make to your operating agreement or anything that you need to vote on you're gonna keep all of these things in what's called your corporate minute book or your company minute book you keep your operating agreement in there your articles of organization your EIN in there any sorts of annual reports any amendments that you've made or any amendments that you've filed all of your very important corporate documents that show that you have followed through on all of your corporate governance you'll keep it in this book as support that your LLC is its own operating being and it's not just an extension of you I know that was a lot I know I know it was a lot my mouth is dry all right guys I hope this video was super helpful for you guys if you thought it was helpful please go ahead and hit the thumbs up button and let me know that you liked it I'll be back next week with another video guys in the meantime please be gentle with each other please come from a place of love and caring and compassion and empathy and I hope we will all get through this together and come out of the other side better people in the end until the next time guys infinite gratitude and love and peace and I'll see you on the next one you know what I mean