Massachusetts Single Member Limited Liability Company LLC Operating Agreement Form

A2ASection 18–801 of the Delaware Code states, among other provisions, that a limited liability company without members may be dissolved.The state-provided Certificate of Cancellation is to be signed by an “authorized person” before it is filed. Under the circumstances described in this question, the logical authorized person would be the authorized person who formed the LLC.

If your SMLLC is a sole proprietorship/disregarded entity, then you put your name in the name box and not the name of the LLC.  You check the box for individual/sole proprietor not LLC.If the SMLLC is an S or C corp then check the box for LLC and write in the appropriate classification.  In that case you would put the name of the LLC in the name box.

When you add a member to your previously single member LLC (which you can do structurally by amending your operating agreement and filing an amended report, if required, with your secretary of state), you cease to be a 'disregarded entity' under the applicable Treasury Regulations.Going forward, you will either be a (a) partnership, by default, and will have to file a partnership income tax return on Form 1065, or (b) a corporation, if you so elect, and will have to file a Form 1120 if you are a C corporation or Form 1120S if you elect to be taxed as an S corporation.There can be other tax issues as well, and these need to be addressed with a business CPA.

There is no limit on the number of members that a limited liability company (LLC) may have as far as California law is concerned.However, the LLC’s Articles of Organization or Operating Agreement may, but is not required to, place a limit on the number of members the LLC may have.

I have helped dozens of international (non-U.S.) citizens obtain EINs for their entities and have blogged extensively about my experiences.It is understandable that you are confused. Although the instructions for Form SS-4 are relatively complete, some requirements may not be readily understood by non-Americans. Even more important, the IRS has certain policies, practices and expectations concerning foreigners that they don’t even publicize!I can’t take the time to tell you what to put in each of the dozens of lines on the Form. Instead, you should read Foreign Company Alert: Obtaining an EIN may be your Biggest Challenge in the U.S. It is long and detailed and reflects much of what I have learned about the process.I wish you the best!

First, the LLC operates as tax partnership (“TP”) as the default tax status if no election has been made as noted in Treasury Regulation Section 301.7701-3(b)(i). For legal purposes, we have a LLC. For tax purposes we have a tax partnership. Since we are discussing a tax issue here, we will discuss the issue from the perspective of a TP.A partner cannot under any circumstances be an employee of the TP as Revenue Ruling 69-184 dictated such. And, the 2016 preamble to Temporary Treasury Regulation Section 301.7701-2T notes the Treasury still supports this revenue ruling.Though a partner can engage in a transaction with the TP in a non partner capacity (Section 707a(a)).A partner receiving a 707(a) payment from the partnership receives the payment as any stranger receives a payment from the TP for services rendered. This partner gets treated for this transaction as if he/she were not a member of the TP (Treasury Regulation Section 1.707-1(a).As an example, a partner owns and operates a law firm specializing in contract law. The TP requires advice on terms and creation for new contracts the TP uses in its business with clients. This partner provides a bid for this unique job and the TP accepts it. Here, the partner bills the TP as it would any other client, and the partner reports the income from the TP client job as he/she would for any other client. The TP records the job as an expense and pays the partner as it would any other vendor. Here, I am assuming the law contract job represents an expense versus a capital item. Of course, the partner may have a law corporation though the same principle applies.Further, a TP can make fixed payments to a partner for services or capital — called guaranteed payments as noted in subsection (c).A 707(c) guaranteed payment shows up in the membership agreement drawn up by the business attorney. This payment provides a service partner with a guaranteed payment regardless of the TP’s income for the year as noted in Treasury Regulation Section 1.707-1(c).As an example, the TP operates an exclusive restaurant. Several partners contribute capital for the venture. The TP’s key service partner is the chef for the restaurant. And, the whole restaurant concept centers on this chef’s experience and creativity. The TP’s operating agreement provides the chef receives a certain % profit interest but as a minimum receives yearly a fixed $X guaranteed payment regardless of TP’s income level. In the first year of operations the TP has low profits as expected. The chef receives the guaranteed $X payment as provided in the membership agreement.The TP allocates the guaranteed payment to the capital interest partners on their TP k-1s as business expense. And, the TP includes the full $X guaranteed payment as income on the chef’s K-1. Here, the membership agreement demonstrates the chef only shares in profits not losses. So, the TP only allocates the guaranteed expense to those partners responsible for making up losses (the capital partners) as noted in Treasury Regulation Section 707-1(c) Example 3. The chef gets no allocation for the guaranteed expense as he/she does not participate in losses.If we change the situation slightly, we may change the tax results. If the membership agreement says the chef shares in losses, we then allocate a portion of the guaranteed expense back to the chef following the above treasury regulation.As a final note, a TP return requires knowledge of primary tax law if the TP desires filing a completed an accurate partnership tax return.I have completed the above tax analysis based on primary partnership tax law. If the situation changes in any manner, the tax outcome may change considerably. www.rst.tax

Based on the facts as you have presented them:You are selling a product, as I see it, and not a service - although there's something of a gray area here, this is more like an intangible asset than it is providing a personal service for compensation. That product is being offered to US-based customers who are using it in the US - your focus is building up your market in the US, and you are doing that under the auspices of an LLC which is US-based. Looking at all of the facts and circumstances surrounding the conduct of your business, as you have presented them and as the IRS will look at them if asked, I conclude that you are conducting a business in the US and your income from US sources is effectively connected with the conduct of that business in the US, which means that you are subject to US taxes on that income.With that conclusion, Form W-8ECI is the proper form to provide to your US sources if you wish to prevent withholding on the income from your business.I want to add one point, since this seems to be coming up frequently - while an LLC is a disregarded entity for tax purposes, it is still a legal entity in the US - and the fact that you, as a nonresident alien, choose to operate a business under the auspices of a US-based LLC is a piece of evidence that can, under the appropriate set of facts and circumstances, be used by the IRS to support an argument that you are conducting business in the US and that your income from that business that comes from US sources should be taxable in the U.S. You should not assume that as a nonresident alien you have carte blanche to create a US LLC, operate a business under its auspices, and then at tax time argue that the income should not be taxable in the US because the LLC is a disregarded entity. The IRS will look at all of the facts and circumstances surrounding your business, including your choice of a US-based entity as the face of your business, and while that decision alone won't be dispositive, it will certainly be considered.

My understanding of the limited liability aspect of a single member LLC is built into, and is indeed probably the main purpose of, the LLC incorporation. This effectively separates and shelters an individual’s personal holdings (such as their house, savings, etc.) from the assets owned by the LLC in the event that the business is sued.The use of the individual’s SSN vs. the federal EIN for a single member LLC is more concerned with how taxes are reported and paid. The EIN is required, for example, if the LLC has employees or has certain tax obligations (excise taxes come to mind).A more extensive and official reply can be found here: Single Member Limited Liability Companies