Limited Liability Company

How changing ownership of your rental property to an LLC can protect you from liability

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For those that are fortunate enough to own investment or rental properties it is important to make sure that you are protected from any liability related to your property.

For example, if you are listed individually on the title to the property, and someone gets hurt on your property, then you may be personally liable for any damage that results. This means that your home, cars, bank account, etc. are on the line if someone sues you because of an issue related to your rental property. 

Having an LLC listed as the owner of the property is a way to avoid this personal liability. 

In other words, when property is owned by an LLC, it is only the LLC that can be successfully sued. For instance, if your tenant is upset because he or she feels repairs to the property haven't been made in a timely manner, your tenant can only successfully sue the LLC and not you personally (assuming you are properly separating yourself from the LLC). 

In Utah, forming an LLC for the purpose of owning your investment or rental property is a common and fairly straightforward process.

  1. To begin, if you have a mortgage on your property it is important to contact your lender to make sure it is okay to transfer title to an LLC.
  2. Once you have the okay from your lender, you can form your LLC.
  3. Your next step is to transfer title to the property to your LLC. This is usually done with a warranty deed or a quitclaim deed.
  4. Once you've signed the deed, don't forget to record the deed in the county where your property is located.
  5. It is also critical that you set up a bank account for your LLC. This is used to receive rental income and pay expenses such as property taxes and repairs.
  6. Lastly, you should amend your lease agreement so that the LLC is listed as the landlord. This will shield you from any lawsuit brought by your tenants for breach of the lease agreement.

As soon as you have followed all of these steps you will be essentially shielded from any liability that may arise from your ownership of the property. In addition, you can enjoy the tax benefits of writing off expenses related to your property.

For those that have multiple investment or rental properties, it is recommended that you set up an LLC for each property that you own. That way each property is shielded from liability arising from other properties. 

 

How do I start my own LLC in Utah?

 

If you are thinking about starting your own limited liability company (LLC) it is important to go over a few questions to make sure an LLC is right for your business. Once you've determined that an LLC is right for you, then there are seven steps to forming and operating your LLC in Utah. However, before we get to those seven steps, let's have a quick refresher on what is an LLC and what are its benefits.

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What is a limited liability company?

A limited liability company is a hybrid business entity, having characteristics of both a corporation and a partnership. Like a corporation, an LLC is a legal entity separate from its owners, thereby shielding its owners from any liability the LLC may incur. However, like a partnership, the LLC is managed without the formalities of corporation and without being tax separately as an LLC.

What are the benefits of an LLC?

A limited liability company is perhaps the most popular entity choice of new entrepreneurs because of the many benefits it provides. The most important being the limited liability it provides to all of the owners. This liability protection is also found with a corporation, however, an LLC is not required to hold annual meetings or comply with the many operational restrictions imposed upon corporations.

This liability protection is similar to a limited partnership, however, unlike a limited partnership, a member of an LLC will not lose the protection of limited liability by participating in the management of the LLC. Thus, business owners who want total control and management of their business, while enjoying limited liability, should choose to form an LLC.

Lastly, an LLC has its own tax benefits. For tax purposes income is only taxed once, i.e., earnings of the LLC are treated as the earnings of its owners and thus no separate tax is imposed on the LLC. 

How do I form an LLC in Utah?

Starting your own LLC can be a straightforward process. However, the State of Utah has some specific LLC requirements that are unique to the state.

  1. Decide on a name for your business. You can choose any name for your LLC as long as it is not already taken and ends with “Limited Liability Company,” “Limited Company” or any variation of its abbreviation—e.g., LLC, L.L.C., LC or L.C.
  2. Assign an agent for service of process. This can be yourself or a registered agent such as J.Cutler Law.
  3. Get an Employer Identification Number (EIN) from the IRS.  This is needed for tax purposes.
  4. Registration. You must file Articles of Organization with the Utah Division of Corporations.
  5. Fees. There is a non-refundable filing fee for Articles of Organization. 
  6. Create an operating agreement. Although it is not required to have a limited liability company operating agreement in Utah, it is recommended to have one, especially if there is more than one owner of the LLC. The operating agreement is recognized by the State of Utah as the LLC's governing document.
  7. Renew your LLC every year. Your LLC must be renewed each year on or before the anniversary date of the formation of the LLC. The renewals are done online with the Utah Division of Corporations. There is a small filing fee.

How much does it cost to form an LLC in Utah?

Currently the filing fee with the Utah Division of Corporations is $70.00. If you were to do everything yourself (register your business name, act as the agent for service of process, get your EIN number, and draft your own operating agreement) this would be your only cost - besides the time it would take you to learn and do all of the above. However, if you would prefer an experienced business attorney to take care of this for you, you can hire a local business attorney. 

At J.Cutler Law, we can form your LLC from start to finish for $400, plus the filing fee. We guarantee you will be satisfied with our service, or your money back. We also provide free lifetime revisions on your operating agreement. In other words, if the ownership or operation of your LLC ever changes, we will update your operating agreement for free. For your initial complimentary consultation, please call us at 801-285-7602 or book online.

Is an LLC the right entity for my new business?

Perhaps the most important decision you'll make when starting your business is what type of business entity you will choose. The most common business entities are a sole proprietorship, partnership, limited liability company, and corporation. The most popular business entity for limiting ownership liability is the limited liability company.

Limited Liability Company

A limited liability company (LLC) may be owned by one or more "persons" (individuals or corporations) known as "members" of the LLC. An LLC may be managed by the members or by an outside manager. 

An LLC is a hybrid entity, having characteristics of both a corporation and a partnership. Essentially, the LLC combines the best of both worlds -- providing for limited liability of all of its members, while retaining the flexibility of the partnership form.

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Pros

  • Not required to hold annual meetings or comply with the many operational restrictions imposed upon corporations.
  • Provides limited liability to all of the members. 
  • Unlike a limited partnership, a member of an LLC will not lose the protection of limited liability by participating in the management of the LLC.
  • For tax purposes income is only taxed once, i.e., earnings of the LLC are treated as the earnings of its members and thus no separate tax is imposed on the LLC.

Cons

  • Must file a certificate of organization with the state.
  • Must enter into an operating agreement.
  • Must file an annual renewal with the state.

Summary

An LLC is the preferred business entity for those wanting to limit their personal liability while also maintaining control of the management of their business. Although an LLC requires more formalities than a sole proprietorship or general partnership, it will likely be worth it if your business runs any risk of personal liability. 

If you have any questions regarding your new business, or would like assistance forming your LLC, schedule a free consultation with J.Cutler Law.