QUESTION

How can I protect my single member LLC in the state of Florida?

Asked on Nov 04th, 2013 on Business Law - Florida
More details to this question:
I am worried that my personal assets (house, savings, and so forth) will not be protected within a single member LLC. I am worried about, as a single member LLC, how to protect myself from future creditors that may go after my LLC. I do not want to move my LLC out of state. I do not want to add an additional member. I simply want to know if my personal assets, separate from my LLC, will remain protected and how to prevent creditors from taking over my single member LLC as Florida law now allows.
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1 ANSWER

The key to protecting your personal assets in the context of having a single-member LLC is to keep things separate and operate the LLC as a business and not as your alter-ego.  The legal term for a business creditor going after your personal assets is called “piercing the corporate veil.”  In order to prevent the piercing, you need to operate the LLC completely distinct from your personal affairs.  Probably the most obvious way is to keep separate bank accounts and don’t mingle the uses.  If its business, use the business.  Don’t just use the business credit card/debit card for personal uses.  Keep good records and take your draws and place them in your personal account used for personal affairs.  Also, you want to keep very good records.  It may seem silly when you’re a single member LLC, but I advise keeping a record of your business decisions.  Of course, keep good financial records.  Now, with regard to protecting the LLC from a lawsuit… well, there’s no real way to do that other than best practices.  That is, pay your bills and operate your business in accordance with relevant laws and regulations.  Keep good communication with vendors, supplies, customers, etc. and have good contracts.  If your creditor gets a judgment, it will likely file a judgment lien and then attempt to levy against assets or bank accounts (…hence business insurance).  I'm unclear what you mean by "taking over" the LLC.  Creditors want money.  Now, in the case of a bankruptcy things get a little more complicated, but essentailly I advise a best practices and detailed planning to save you headaches from LLC creditors.  If your concern is with the 2010 Olmstead decision, that's a complicated discussion.  In that case, the Court basically considered the lack of exclusive language in the statute to allow a choice of levying and foreclosing against the interest... essentially considering LLC interest the same as corporate stock.  So, yes, in that case, there is a risk that a creditor could seek to levy against your interest; however, by the same token, the statory athority for levying and foreclosing also generally applies to help corporate stock.  January 1, 2013, a new FL LLC statute goes into affect that should clear up this confusion and update the statute... it has been in the works for several years.  All this said, this is a complicated topic that attorneys vary in opinion - your best bet is to chat with a FL lawyer.  If you already have a single member LLC, talk about what liabilities you are concerned about (and have an operating agreement drafted).  There are numerous entities that vary in operation, protection, and tax consequences - a discussion that simply can't be done through this venue.
Answered on Nov 04th, 2013 at 3:45 PM

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