Paule, Camazine & Blumenthal, P.C. posted in Tax Planning on Thursday, February 20, 2014.
Registering a limited liability company (“LLC”) is a very simple process in the State of Missouri. The Secretary of State permits electronic registration of an LLC for a filing fee of $50. The entity is formed and registered the same day as the electronic application is completed and processed. But simply registering the LLC is not enough to insulate the member or members of that LLC from liabilities of the LLC.
In the State of Missouri, failure to follow certain basic formalities can lead to the loss of the protective shield from liability than an LLC is formed to provide. For instance, things like paying personal bills out of company account or failing to keep the business adequately capitalized could impose personal liability on the member of the LLC for the LLC’s liabilities. A creditor of the LLC could attempt to pierce the LLC’s veil of liability protection and seek reimbursement from the members personally. In addition to registering the LLC in its principal state and each foreign state in which it does business, an LLC should have its own tax ID number, bank account, and should keep LLC minutes at least annually to document the activities of the business.
Additionally, it is important to note that forming an LLC will not shield you from liability if you, as a member of the LLC, provide personal services as part of the business and provide those services in a negligent or reckless matter. Examples of the types of personal services that will generate personal liabilities are construction work, medical practice, or even practicing law. Forming an LLC cannot protect you from personal liability for your own negligence or recklessness. As a precaution, if you as an owner of an LLC are providing personal services, you should consider obtaining proper insurance coverage to protect yourself from personal liability or to protect the business from potential liability. If you have questions about forming or protecting your LLC, you should consult with an attorney.