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June 26, 2023

Understanding the Structure and Tax Implications of a Stand-alone US LLC

1. Understanding the Structure and Tax Implications of a Stand-alone US LLC

1.1 Overview of a US LLC as a separate legal entity

A Limited Liability Company (LLC) is a type of business structure permitted under state law. There may be differences in state regulations, so check with your state before setting up a limited liability company. The members of an LLC are called owners1. LLCs are treated as separate legal beings from their owners. LLCs are held responsible for their actions when they enter into contracts and agreements, acquire debts, and take on business obligations. The separation provides the owners with important personal liability protection2.

Source: Limited Liability Company (2023).

1.2 Taxation of a stand-alone US LLC

LLC members can elect to be taxed as corporations rather than pass-through entities. LLC taxes come in several forms as state, the federal government, and local governments, may tax your LLC on its income, property or sales3.Single-member LLCs are taxed by the IRS as “Disregarded Entities.” The IRS will ignore the fact that you own a single-member LLC and tax your business as a sole proprietorship regardless of its structure. Upon the completion of the LLC’s fiscal year, the income will be included on your personal tax return 4

2 Establishing a Subsidiary LLC under a Foreign Company

Source: Waterandshark (2019).

 For more advice on setting up an LLC, please consult your accounting professional or tax attorney.

2.2 Tax implications and filing requirements for a subsidiary LLC

The same tax rules apply to subsidiary LLCs, but there may be exceptions. 

3. Comparing Liability and Asset Protection

3.1 Legal liability and asset protection in a stand-alone LLC vs. a subsidiary LLC

A stand-alone LLC is a limited liability company that is not part of another company. It is a separate legal entity from its owners and provides liability protection for its owners. The assets of the LLC are protected from the personal debts of the owners. A subsidiary LLC is a limited liability company that is owned by another company. It is a separate legal entity from its parent company and provides liability protection for its parent company. The assets of the subsidiary LLC are protected from the debts of the parent company 12.

 Source: Hoffmann, (2017)

4. Business Expansion and Funding Considerations

4.1 The impact of business structure on expansion plans

The structure of a business can have a significant impact on its expansion plans. It is possible for well-suited organizational processes and structures to crumble under the strain of new demands or become unworkable, which is why all businesses need a robust Business Plan. In addition, key employees might lack the skills to handle the increased levels of complexity brought about by growth16.

 4.2 Attracting investors and securing funding with a stand-alone LLC or a subsidiary 

LLC is attractive to investors to a degree due to the liability protection of a corporation with the tax benefits of a partnership.. 

5. International Tax and Compliance Factors

5.1 Understanding international tax laws and how they impact your decision

International tax laws can be complex and vary depending on the country and the type of income. You may need to consider the tax implications of your investment. 

 5.2 Complying with reporting requirements for both stand-alone and subsidiary LLCs

Reporting requirements for both stand-alone and subsidiary LLCs can vary depending on the state where the LLC is registered and the type of LLC. 

For subsidiary LLCs, the parent company is required to prepare consolidated GAAP and AFRS compliant financial statements that include the subsidiary’s financial information. 

6.1 Taxation of LLCs

LLCs do not file tax returns as LLCs.  Instead, the type of tax form required depends on the election (or not election) done by the LLC.

For example, if no election is made, single member LLCS are taxed as sole proprietorships. Multi-member LLCs are taxed as Partnerships.  In the first case, the single member owner will report their income on Schedule C of the 1040.

In the second case, a form 1065 partnership return is required. 

Many companies choose to make an S Corporation election, which changes their tax status. In this case, S Corporation will file a form 1120S. This does not affect the pass through status of the company, and all profits and losses will pass through to the S Corporation’s shareholders. 

Finally, the LLC can choose to be taxed as a C Corporation. This is picked up steam in recent years, as the corporate tax rate was lowered to 21%. Nevertheless, C Corporations are double taxed, once at the entity level and once again at the shareholder level when profits are distributed. LLCs taxed as C Corporations will file a form 1120 with the IRS.

You can see how different tax elections change the forms required to be filed with the IRS.  States may also have differing rules on these entities, so it is important to stay up to date on all relevant laws and regulations. 


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