Because limited liability companies are formal structures treated as legally separate entities, assets, debts and obligations incurred and owned by the LLC belong only to the LLC. This type of company structure, therefore, shields owners’ personal assets from the obligations of the business. This benefit is similar to that of a corporation but without the stringent administrative compliance and operating rules that corporations demand. Like corporations, LLCs can have almost any type of owner including foreign individuals and companies.
State law governs and regulates limited liability companies. LLC founders must submit completed articles of organization with the secretary of state in which their company's primary office will be located. LLCs operate as a relatively flexible entity, a combination of a corporation and a partnership. Unlike corporations, states typically have minimal specific requirements regarding LLC governance, so LLCs must design their own governance and record it in the operating agreement or similar document. Governance is the process of decision-making and implementing decisions that guide the business.
Who Can Be Members
Most states, including Arizona, place no restrictions on the ownership of LLCs. Therefore, members can range from other LLCs and individuals to limited partnerships and LLPs to foreign entities and individuals. All states allow the formation of multimember LLCs -- those LLCs with more than one member -- and do not restrict the maximum number of members permitted. Therefore, for example, an LLC could have 30 foreign owners or one. Most states allow the formation of single-member LLCs -- those with a sole owner. A foreigner or foreign entity can be the sole member in these LLCs.
LLC owners are called members, and their ownership stakes in the LLC are called membership interests. Unlike corporations, which many states require to specify a par value of issued stock upon incorporation, LLCs do not have to specify a minimum value for their membership interests. Instead, LLCs specify the percentage each member owns in its operating agreement. There is one member restriction. LLC owners cannot freely transfer ownership interests.
Foreign refers to individuals that have citizenship outside of the United States and entities that were created, incorporated or otherwise legally formed in a jurisdiction outside of the United States. A foreign entity could be a company formed in the United Kingdom or Mexico regardless of where its owners reside. Foreign also refers to domestic entities that were created in another state then registered in the LLC's home state as a foreign corporation or LLC.
Tiffany C. Wright has been writing since 2007. She is a business owner, interim CEO and author of "Solving the Capital Equation: Financing Solutions for Small Businesses." Wright has helped companies obtain more than $31 million in financing. She holds a master's degree in finance and entrepreneurial management from the Wharton School of the University of Pennsylvania.