Possible Disadvantages of forming an LLC for a Small Club:
A small club LLC might face disadvantages related to cost, compliance, and
potential limited liability issues. While LLCs offer liability protection, they also come with expenses
like formation fees, annual reports, and potential franchise taxes. Furthermore,the LLC structure
can be more complex than a sole proprietorship or partnership, requiring ongoing compliance
and record-keeping.
Here's a more detailed look at the potential disadvantages:
Cost and Maintenance:
LLCs often incur higher formation fees and ongoing annual
reports and franchise tax fees compared to simpler non-LLC entities.
Compliance Requirements:
LLCs have ongoing compliance obligations,including maintaining a registered agent, filing annual reports,
and potentially complying with federal obligations.
Limited Liability Protection:
While LLCs offer protection from personal liability, this
protection isn't absolute. In some cases, creditors might
"pierce the corporate veil" and pursue the owner's personal assets, especially if there's commingling
of personal and business assets.
Self-Employment Taxes:
LLC members are generally considered self-employed and may be responsible for paying self-employment
taxes, including Social Security and Medicare, on their share of the entity's profits.
Transferability of Ownership:
Transferring ownership in an LLC can be more complex than with private entities, as all members typically
need to agree to new additions or changes in ownership percentages.
Tax Considerations:
While LLCs offer pass-through taxation, meaning profits and losses are passed down to the members,
this can also lead to a higher member tax burden.
Limited Life:
In some states, if a member of the LLC dies or leaves, the LLC might need to dissolve or reform,
which could disrupt continuity. (May apply to New York?)
Some Risks Remain with the LLC Entity Owner:
Business owners should be aware that forming an LLC will not necessarily protect the owner from liability related
to personal injury or other harms caused by business activities. Although ownership by itself generally will not
render the LLC's owner(s) personally liable for these harms, the mere fact that the LLC exists does not always
shield the owner from personal liability if the owner is personally involved with the activity that causes
injury. For example: if the owner of an LLC drives a company car to a business meeting and negligently causes
an accident along the way, both the business and the owner are likely to be liable. The owner will not be
able to claim that the LLC's existence absolves them from personal liability because the owner was
personally negligent in their operation of the company car. The injured party will likely sue both
the company and LLC owner for damages.
This is one reason why we caution entrepreneurs whose business is almost entirely
delivered by the owner's personal efforts. The limited liability aspect of an LLC offers
little protection to owners personally deliver the services their business sells.
A contractor who causes damage to a home will not be protected; an Uber driver who causes an
accident will not be protected. As such, it's important for an entrepreneur to thoroughly
consider what risks are inherent to his or her business as well as what his or her
personal relationship to those activities will be. Even if the owner plans to have no direct
involvement with business activities that carry obvious risks of injury to others, there
will still likely be some residual risk of personal liability, particularly for start-ups
that often rely on its owners to wear many different hats.