Multi-Member LLC [Definition, Pros and Cons]
Last Updated: February 2, 2023
Once you embark on a business venture, it’s essential to protect your business and personal assets. Unfortunately, some entrepreneurs make the mistake of intertwining business with private assets, which could result in personal bankruptcy if the company is ever sued.
Therefore, it’s wise to register as a single- or multi-member LLC (Limited Liability Company) to ensure a legal shield. But what is a multi-member LLC (MMLLC), and how does it compare to a single-member LLC?
What Is a Multi-Member LLC?
LLC stands for Limited Liability Company. Entrepreneurs decide to form an LLC because they provide the same limited liability as a corporation, without the same expense and complexity. In addition, forming an LLC is the simplest way to put a legal safety shield between personal assets and business assets if your business gets sued in the future.
General Partnership vs MMLLC
If you aren’t the only owner of a business, then, by default, you operate as a general partnership. In a general partnership, all owners agree to an unlimited liability agreement, which means that any partner within the general partnership can be sued for the business’s debts.
You should register as a multi-member LLC when you want personal protection for your and your partner’s assets. This will ensure that the owners (called members) are not liable for company debts or liabilities. An LLC business structure is permitted under state statutes, but regulations under the agreement differ from state to state.
Member vs Manager-Managed
Members of an LLC can either run the business themselves or hire a manager on their behalf. Whether the manager is successful in running the business or not, members are still liable to pay tax on their percentage of the company’s profits. Depending on the setup of the company and the members’ experiences, they will decide whether a member or manager-managed agreement is more suitable.
Member Salaries and Ownership
By adding members to an LLC, there’s an option to divide profit and loss percentages among owners to the desired proportion. Members can’t receive compensation in the form of salaries or wages because they aren’t considered employees of their own company but rather members. Consequently, members have complete control over how to divide profits among each other. And since they aren’t considered shareholders, there’s no need for regular shareholder meetings.
As payment, members receive a distribution of the company’s profits. Then, depending on each member’s shares percentages, they will receive that percentage on payday. Multiple owners receive a share of the profits at the end of each month. Because this is a complex calculation (especially in an MMLLC), most companies in this business structure consult with the top LLC services for guidance.
|NOTE: Ownership in a multi-member LLC isn’t restricted; anyone can become a member, including corporations, individuals, foreigners, and foreign entities.|
How Do Multi-Member LLC Taxes Work?
Taxes significantly differ between corporations and LLCs. In corporations, profits are taxed at the corporate level. Then, after the corporate tax has been deducted, profits are distributed to individual shareholders, which will be taxed again—for investors, this double taxation isn’t very efficient.
Since LLCs aren’t taxable entities, they don’t have a separate tax classification under the Internal Revenue Service (IRS) and are automatically taxed as a partnership. Members must pay taxes on their share of the profits and losses.
How to tax a multi-member LLC is quite different in that it’s directly passed through the investors or members. The LLC business entity doesn’t pay taxes, but members are responsible for reporting profits and losses on their own personal income tax. The list of forms members need to have when filing taxes include:
All taxpayers have to fill out this form. In addition, members of an MMLLC should file Schedule E to report their share of profit or loss and Schedule SE for self-employment taxes.
The business files this form for members of the LLC. It should include a Schedule K-1 document, which details all profits and losses of an individual member.
An LLC’s tax treatment and form types can differ from state to state. For example, Texas and California require LLCs to pay a special business tax (franchise or business excise tax). And Minnesota levies a partnership tax on partnership LLCs.
Members can also decide to be taxed as a C Corp or S corp:
- An MMLLC can be taxed as a C corp when filing Form 8832.
- An MMLLC can be taxed as an S corp when filing Form 2553.
|NOTE: The IRS collected more than $3.5 trillion in gross taxes in 2019 and paid out $122 million in refunds because of mathematical errors.|
Single–Member vs Multi-Member LLC
The US government permits US citizens, non-US citizens, non-resident aliens, and corporations or LLCs to form either a multi-member or single-member LLC. But such entities as insurance companies and banks are not permitted to form LLCs.
A single-member LLC has one owner (or member) who has 100% control over the company. The owner’s personal assets are separate from the business’ assets. This LLC is best for small businesses or businesses owned by spouses.
A multi-member LLC has multiple owners (two or more members) and shares control of the company. The LLC is its own legal entity separate from its members’ assets. Profits and losses are distributed among its members. This LLC is best for corporations with numerous investors and owners who are US citizens or non-US citizens.
Note differences between the two entities:
|Single-Member LLC||Multi-Member LLC|
|The owner of an SMLLC is also considered the manager.||An MMLLC can choose between a member-managed LLC or a manager-managed LLC.|
|Operating agreement should be in place to ensure smooth operation.||Operating agreement should be in place to ensure smooth operation.|
|Viewed as a sole proprietor.||Treated as a partnership.|
|Must report all profits and losses when filing personal taxes.||All members must report profits and losses when filing their personal taxes.|
|Must file Form 8832 as a C Corporation or Form 2553 as an S Corporation.||Must file Form 1065 when filing a personal tax return.|
The primary advantage of single and multi-member LLCs is that you establish the business as a separate entity from its owner and LLC multiple owners.
Note the pros and cons of each:
|Single-Member LLC||Multi-Member LLC|
|Liability protection||Liability protection|
|Ownership can be passed on to family members, friends, or others.||There’s no limit to the number of members allowed.|
|Opportunity to add a member to an LLC.||Added members can be other LLCs, corporations, or individuals.|
|No federal tax return is required.||Entities aren’t taxed but members are.|
|Company doesn’t pay corporate tax.|
|Initially, there is much paperwork to be filed to start doing business.||Doing business taxes requires much paperwork.|
|Owner must maintain a corporate veil.||Members are liable if they misuse company funds or act against any rules set by the member agreement.|
|Compliance forms must be filed to prove the owner is following rules and regulations.||An MMLLC must register with the state.|
|Members must pay self-employment taxes on their share of the profits.|
Whether you have a multi-member or single-member LLC, there are advantages and drawbacks of each. Basically, an SMLLC is a sole-owned company and a MMLLC is a company owned by multiple members. But what if a married couple owns an LLC?
Husband and Wife LLCs
Are a husband and wife a single-member or multi-member LLC? Rules of an MMLLC don’t always apply when two members are married. But depending on the state, two members can still be considered a single-member LLC when married. Dependent factors include:
- Where the LLC was formed.
- If the state is a non-community property—spouses should file as a partnership.
- If the state is a community property—husband and wife owners should file as a multi-member LLC with a spouse but be treated as an SMLLC for tax purposes.
States considered community property include Louisiana, Texas, California, Arizona, Idaho, New Mexico, Washington, Nevada, and Wisconsin. According to state rules, all property and assets acquired by a married individual are owned by both the individual and the individual’s spouse. (These laws are extended to companies in the same manner.)
|NOTE: LLCs are eligible for the 20% pass-through deduction (or 199A), which means 20% of qualified business income earned can be deducted.|
Converting Single–Member LLC to Multi-Member LLC
When you wish to add members to an LLC, the LLC’s tax status will change from a disregarded entity (sole proprietorship) to a general partnership, unless the LLC is currently taxed as a C corp or S corp). Therefore, it’s essential to follow the procedure outlined by the state law or in your operating agreement.
Using a registered agent is usually the best way to do the conversion to ensure no stones are left unturned and all legal documentation has been filed.
Adding a Partner to an LLC
When single-member LLCs wish to expand, they usually add another member to their already-formed company, which is beneficial because it increases capital and workforce. But the conversion from a single-owner to a multi-member is a significant change that requires amendments to the operating agreement and taxation.
Adding a member to an LLC is straightforward:
- Follow the operating agreement and written consent to gain membership in the LLC. All the current sole owners can establish these terms if it hasn’t yet been established.
- It should be established in the operating agreement that a portion of the owner’s interest will be transferred to the new member.
- Create a section in the membership agreement that stipulates the role of the new member. Whether it’s solely for investment or collaboration, it’s essential to specify their role.
Once changes have been made to the agreement, it must go through all legal channels to ensure the company is registered as an MMLLC within the state. For example, when you add a member to an LLC and change from a single- to multi-member LLC, you must ensure that you file the required tax forms according to the new change.
|NOTE: When you convert from an SMLLC to an MMLLC during the tax year, you must file a short-year tax return for the current year.|
Registering an MMLLC is highly beneficial because you can add an unlimited workforce to your company. In addition, principal members of a company can develop a membership agreement that stipulates each member’s role to ensure the company reaches its full potential.
The most significant benefit is that no member is liable if the company faces financial problems or business debts–ensuring that all members’ assets are safe, secure, and separate from the business.
It’s a straightforward process that requires the legal membership agreement to amend membership roles, ownership percentages, and profit distribution.
An MMLLC is a company with multiple owners, referred to as members. An LLC is its own legal entity separate from its members’ assets. Profits and losses are distributed among members. The entity isn’t taxed, but members must add the company’s profits and losses to their own tax returns.
No, members of the LLC have complete control in distributing shares and profits among members. But depending on the member’s involvement and investment, a distribution percentage can be decided on and stipulated in the membership agreement.
A federal tax return is not required if you’re registered as a single-member LLC. But a multi-member LLC requires members to file Schedule K-1 forms with their personal tax. Even though taxation is a tedious process, it’s more beneficial to have a significant number of members, adding value to the company.