LLC Mistakes That Could Cost You Everything!
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- เผยแพร่เมื่อ 26 ก.ย. 2024
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Important video today! Here are some important mistakes that can cost you some $$$!
8 Stupid Mistakes in Your LLC Operating Agreement
• 8 Stupid Mistakes in Y...
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Clint Coons, Esq. is one of the founding partners of Anderson Law Group, Clint has grown his legal and tax firm to over 400 employees by assisting real estate investors with creating and implementing solid entity structuring plans. His success in these regards is in large part due to his personal investing experience. A successful attorney, real estate investor, and speaker, Clint has used his innovative and dynamic strategies coupled with knowledge borne from experience to help thousands of people save millions of dollars and build real wealth.
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The information provided in this video should not be construed or relied on as legal advice for any specific fact or circumstance. Its content was prepared by Anderson Business Advisors with its main office at 3225 McLeod Drive Suite 100 Las Vegas, Nevada 89121. This video is designed for entertainment and information purposes only. Viewing this video does not create an attorney-client relationship with Anderson Business Advisors or any of its lawyers. You should not act or rely on any of the information contained herein without seeking professional legal advice.
#llc #mistakes #realestate
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I was unable to access the link!
Clint, great case study here. This is why you pay money to get your corporate structure properly set up instead of downloading LLCs off the intenet. In the Asset Protection world, details matter.
sirebumf
Thanks for watching.
I’m a new subscriber and I’ve been binge watching your content. Very good stuff! You’re really good at explaining things.
Thank you for your work!
Welcome aboard!
I learn something every single time!!! Great content!!!💯💪🏿
Thanks
Wow, super valuable! Thank you so much Clint. Stick around for a few years, I'll be donating when I'm able to.
😯i don't see anyone online explain so well like he does !! I'm sure many are grateful of your services & educational content sir !!
C10 hrn Rn11
Thanks for watching.
Great teacher. Well Articulated.
Love this guys teaching.
Husband and wife are considered one legal entity with their joint union, so long as they foolishly asked the state if they could have permission to marry, like the state can grant or deny that request. Doing so allows the state into their contract therefore diluting the rights of the union.
Privacy is key to life when gov representatives think we serve them.
Excellent video. This one made complete sense. thank you
Glad it was helpful!
Thank you for being our protector! Who do we connect with to confirm that our Operating Agreement includes the correct clause?
If you would like a FREE 30-minute consultation, you can request one here
- aba.link/30minSession
Thank you.
Now i know all i need to know about llc, i do not know enough.
Man if I were based in USA, I'd most definetly hire your office!
Atty, THANk YOU!! This is TOP LEVEL intel!!
Thanks
In your story, wouldn't it have prevented all those problems if he didn't violate his non compete? I know you are making a larger point here about Pro rata and so on. Thank you for this information.
Correct but if he was sued for some other reason e.g., a car accident, the same story could be written.
Hello Clint
I just registered my LLC. I watched your video about the 8 mistakes made in the Operators agreement.
Is it better that I just add these 8 items, if so where. Or just pay a lawyer or CPA?
I really enjoy how you break down your information.
It depends on your operating agreement. Not all of the provisions are necessary if you are a single member LLC. But generally speaking, yes a competent professional should be able to help you.
Great information. Thank you for giving an example and how to fill the holes of these examples. More of this type content would be amazing: Examples of holes and how to fill them (ie how to make sure everything is done right initially or updated properly, if something was missed.). Just curious if you know: if all ownership interests in LLC's and corporations, including s-corps, are protected from charging orders similar to your example whereby a member's interest, or the company itself, cannot be liquidated or made to take distributions, etc...to satisfy a debt acquired from outside the entity dealings.
Only LLCs provide charging order protections (In NV corporations have these protections as well). It also comes down to state law. You want to hold an interest in an LLC that is formed in a state where the charging order is the sole and exclusive remedy. Take CA for example. CA has a charging order remedy but the law also allows foreclosure which essentially nullifies the charging order remedy.
@@ClintCoons Thank you. Where can I find out about COPES and NC, SC, & GA? Also, are you saying s-corps don't provide for COPEs and are exposed or corporations are protected in some other way, whereby forced liquidation isn't allowed as a remedy?
What happens… if a person files papers with the state removing you as owner?… then takes your assets and sells them.
Holy shit, I just came here from the video he was talking about, and my mind is blown.
Awesome content!!!
Glad you enjoyed it
Is loaning yourself money from an LLC allowed? Wouldn't that be in violation of separating personal finances from business finances?
Yes it is provided you do so with an intent to repay and a reasonable rate of interest, a promissory note, etc..
My New Favorite. might have to reset it up. a lot of us don't know and just set it up. Thank you so much.
Minnesota Dryer Vent Guys
Thanks for watching.
@@ClintCoons our pleasure! I need to change my business to an s Corp. Better tax bracket. And all the things you said about setting it all up is exactly true thanks for looking out for us and trying to teach us. That's something I try and do everyday for my industry because it's not known and nobody worries about it until it's too late and then there's a problem and then we have a fire. Lol. Just the same way this stuff goes in a different way thank you again.
Here is a good question, concerning people starting a business. What amount of income determines if a sole proprietor should start thinking about changing to a SCorp or LLC etc. Some times I have heard people say you dont need an LLC unless you have a large amount of income or maybe own a house. Also ...For a contractor there is general liability Ins. and Bonding so how does that shelter someone vs. LLC formation...Thanks so much
Greenbow Alabama!
Hi. I am a new house flipper with a property that will be completed in the next 30 days. The property is in the form an LLC. I downloaded the operating agreement online to use. I am going to hire an attorney because I have no idea if its pro rad distribution clause or a non-pro rad distribution. If its a pro rad distribution clause I am hoping that it can be changed. Thank you for this informative video.
Syreeta McDonald
Thanks for watching.
Thanks for pointing this out, very important clause to include in LKC operating agreements! You are brilliant🙏👍
Glad it was helpful!
Thank you sir
Welcome
Hey Clint, what if it is a corporation instead of a LLC?
In other words, does charging order protection apply to corporations as well in Wyoming, Nevada, etc?
It does not (except Nevada)
How do I take money from my LLC? As a distribution? Managemente fee? One bedroom rental in florida.
Distribution.
0:50 2:45 4:00 8:10 8 plc provisions
10:45
Ok, few questions .... Is this common knowledge for most lawyers or people that set these LLC's up? How much research should be done in choosing someone to set up LLC. What do you think of rocket Lawyer, Legal Zoom type things. How do these decisions change in regard to less assets vs large assets? example someone starting out and someone with real estate equity or lots of money at stake . Thank so much grateful for the info !!!
If it were a rental prop instead of his bakery, could the distributions subject to charging order be avoided if the rental income is either paid to the name of another entity such as a holding LLC or a prop mngmnt llc? Or what if the rent is paid to the LLC with the lawsuit but the money is moved to a diff LLC and not distributed to the guy personally? How does all that work to avoid having to pay the creditors?
You avoid this problem by not screwing up your operating agreement. Had this person set up his agreement with the correct provisions he would of been able to make distributions to his wife or loans without the creditor busting his LLC.
great video! Mind sharing the name of the case?
Great videos ! Can you please explain why you prefer to create the LLC in the same state as the real estate is found in? Is it avoid double taxation? What are the advantages? What are the disadvantages of not doing this? Smart guy!
Your LLC is conducting business in the state by renting property and is required to register.
@@ClintCoons required to register certainly yes. But why use a domestic LLC instead of foreign LLC ie out of state?
@@bodybuildhistory5004 Because you will have 2 state filing fees to register the FLLC in the property state.
The real fool proof way to not get sued is to not go around trying to screw people over. LLC should just be an insurance for you. My dad doesn't know any of this and he got fuked by a disgruntled employee as a sole proprietor without liability insurance.
I dont disagree.
Great information Clint! Have a question for you: Can you add a property into the LLC if you have a HELOC secured against it? Thanks!
Yes you can! You would probably want to use a land trust.
“SMH”! Following those popular steps of creating an LLC and then registering with the Secretary Of State with a “no good” Operating Agreement really can be bad.
Luckily, a person MAY not need to change their EIN# if the LLC -name or -location changes (I could be wrong, but I read this somewhere on the IRS website).
Would he be better off without the operating agreement in this case?
Never. Always put together an operating agreement because you do not know what the default language is in the event you did not address it.
Question about setting up a Disregarded LLC in Wyoming: if My spouse and I live in Arizona, a community property state, and the scenario is each of us have a 50/50 split as multi-member LLC. Does it matter if a creditor comes after us individually? would both still be liable? so, does it matter single or multi member?
Yes you are both liable. The benefit of the LLC is its charging order protections. WY offers extremely strong protection from your personal creditors.
Good information
Thanks
Great Channel !
Thanks for the visit
Is just filing an LLC in WY different than filing a Holding LLC?
Same thing. A holding LLC is an LLC. The word holding just refers to its purpose.
I just got my EIN # and my next step is my LLC. I plan on buying property, putting 2 or three tiny homes on it and air bnb them out. Where’s the best place to go and register my llc the right way so I’m protected? If you were me what would your next step be?
Your LLC should be registered in the state where the real estate is located. You will need to get the LLC setup, a bank account for the LLC and an EIN plus prepare an LLC operating agreement, then deed the real estate into the name of the LLC,
The guy should have been sued . Non compete and he turns around and does. I’m happy the guy was nailed
Correct.
Awesome 😎
Uh O Hotdog
Thanks for watching.
Is this clause also non pro rata?
“The member will determine and distribute available funds annually or as they see fit.”
You should set up your LLC with Non pro-rata provisions.
Non pro ratic distribution
Correct
Where is the cheapest safest place to do a LLc my property is non NV I live in NM , and Nevada is a rip off and it’s expensive to renew every year , my rental is in a revocable trust for now
Where is the property located? NM? If so then I would set up a NM LLC.
How does a a irrevocable trust protect assets?
An irrevocable trust can not be altered or revoked by the grantor and the beneficiary has no control over its assets.
Where is the link for drafting?
I'm learning so much by watching your videos, thank you. I have a question: if I've placed my LLC in my revocable trust, are there any additional protections against "piercing the veil" of the LLC, or conversely, is it then more possible for trust assets to be subject to damages assessed against the LLC? I hope my question makes sense; essentially I'm trying to understand if there are risks to trust assets outside the LLC if the LLC has been placed into the revocable trust. I live in WA, if that's helpful info:)
The LLC will protect the assets it holds from claims against you individually and vice versa. It makes not difference if the LLC is owned by the trust or you individually.
Hello,
You mentioned about the link of those 8 provision, could you please share?
Warm regards,
V
You will find them in the video.
So as the sole owner or member does pro rata or non pro rata matter to me?
It does not
thank you
You're welcome
Hi a friend of my help me setup my LLC will that
Can affect me later
An LLC will not protect you due to fraud or negligence on your or employees actions.
An example is an Engineer who is sued for negligence.
Correct. If your employee commits an act of negligence your LLC is liable but not you individually, as the owner of the LLC. If you as the owner commit the negligence then you and your LLC will be named defendants in a lawsuit.
@@ClintCoons so if me as an employee of the LLC are negligent,the LIABILITY goes onto me,escaping the LLC?WOW,I thought that was my LLC protection!..l have no product liability insurance and my product is roofs...
@@metalrooves3651 Correct, you cant get away from your personal negligence.
And all this stemmed from this guy refusing to honor the non-compete agreement he signed. I wonder if he had money left for the divorce.
Hah! She already took millions from the LLC.
@@ClintCoons 🤣
I set up my LLCs myself. I don't remember the operating agreement. How can I fix that? Thank you
We can assist. Use the link in the show notes to set up a strategy session.
Thank you for your tutorials! When I set up an LLC, is it wise to “convert “ formerly a personal checking account and a formerly personal credit card to use for the LLC that will hold a STR House? Thank you!
Yes, absolutely. You should open up an account and cc under your LLC. The cc will not report back to your personal credit if you open a business card.
Thank you, Clint! I think your advice is NOT to repurpose a spare checking account that I already have, but instead- apply for a new checking account and a new credit card in the name of the LLC.?
Sorry, I’m not fluent enough in English. Thank you!
@@shsu7426 yea you are correct
Already incorporated my llc with legal zoom out of Wyoming. What changes do I need to make to operating agreement?
Is it specific to your business? Do the tax provisions in the operating agreement align with your tax status?
Can't you put an LLC in a Living Trust?
Yes you can via an assignment of interest.
Sounds like Intentionally set up an LLC to Insure Illegally obtained finances and estate assets Remain Safe from Taxes As well as keeping victim from collecting that which had been stolen ? Am I right ?
Laura are you asking does an LLC help a criminal engage in fraudulent activity?
@@ClintCoons Asking I guess if it's at all possible to remove funds from 1 acc. Put into the LLC not only diminishing Tax cost but also cloaking the Fraudulently moved funds. I appologize I'm trying to track my stolen investment acc. Along with Fraudulent Deed transfer prior Probate for my Father's estate. Thank you for your response Any Help would be Absolutely appreciated.
can you just change you LLC operating agreement over to "pro rata distribution clause"?
You want non-pro rata and yes you can.
I created an LLC as a single memeber in Wyoming but it is not annonymous and as I knew the single memeber LLC is taxed as sole proprietor by default which means, not separated from the owner.
Is the non annonymous make my LLC not protected?
The taxation as a sole proprietor make my LLC RISks the protection on my assets??
A single member disregarded LLC does not create more risk for your assets provided you follow proper formalities . Also anonymity is a smoke screen and wether your have it or not will not impact your overall asset protection in the event of a judgement or lawsuit.
@@ClintCoons even if it is taxed as a sole proprietorship by default (no segregation of duties between the owner and the LLC)?
Is an LLC as a disregarded entity subject to self-employment tax???
Yes if it is running an active business
I am paying myself 34000. from the single member LLC, and then the leftover above this has no self employment tax because it's a dividend!Only if taxed as an S corp....
Clint, if you pay yourself a management fee out of the LLC, am I correct in saying that the LLC will be required to give you a 1099 at the end of the year for tax reporting? Are Meeting Minutes also required for distributions?
No because it will be treated as a guaranteed payment to you as a member of the LLC.
What if he opened a holding LLC for that NV LLC…..would that reduce or prevent his losses in this case ??
No because you don't know what you don't know and an extra layer would not change the mistakes that were made.
@@ClintCoonsUnderstood. So in this case, what would a holding LLC done or what role would it play in his losses ? I’m curious
@@Stillo1mil IT probably would not have made a difference because this individual had a poorly written operating agreement. Everything would have probably worked out if his operating agreement had the appropriate language and the guy didn't try to go it on his own (I am assuming he did not consult an attorney) with the transfer and distributions.
great video once again. just curious, if they assigned the interest correctly (as per their operational agreement) then what would had happen? can plaintiff still void the assignment as it was done after the lawsuit started (i presume).
also, can we change the operational agreement or other rules once the charging order was issued?
If the assignment was proper then the creditor would be out of options. No you can not change the operating agreement after a charging order.
@@ClintCoons hmm interesting so 'when they start the lawsuit' doesn't matter, what matters is 'when they get the judgment', am I understanding it correctly? if so, whenever there is a lawsuit we can assign their interests to spouse/other or restructure their entities (like moving other assets to a separate LLC etc) and avoid/limit the damage, can't we?
@@gokullu Correct but you can not assign after the lawsuit has started or it will be considered a fraudulent transfer
@@ClintCoons Since the operating agreement is not a matter of public record, how would a judgment creditor know who the members are until discovery?
This guy was also not so smart for putting all his assets in one LLC, never put all your eggs in one basket. Good Lord. If he was going to another state with his bakery he should just had the no compete clause say I won't operate in the same state. Very messed up.
What is a member called when he's in the llc operating agreement but not the owner of the llc
A member is an owner. Not sure what you are asking here.
@@ClintCoons I saw a video of yours where an investor is not a member of the LLC but he's in the operating agreement to protect his investment
@@ClintCoons investor might had bad credit or something and the current member of the LLC doesn't want to include an end because he might get a loan business loan and the person with the bad credit might affect it and there was a ward that you used for that member
@@armobyzantine5881 springing member is the word I used
@@ClintCoons yesss thanks 👍
If I have made purchases for my LLC using my personal credit in 2021, what is the best way to remiburse those expenses? Is it okay to remiburse using the business credit card by using Quickbooks. I have added those expenses in Quickbook as an expense owed to owner.
Correct. Cut a check from the LLC and provide a list of the expense to the LLC that you incurred. Best to have the receipts to back it up.
Clint!!!!!! Ayibobo 😇 🥰 😁
Goddess Alumni
Thanks for watching.
Hey Clint, I have a question about Tax ID. I was on a website that creates LLCs in Wyoming and I saw a checkbox for "Tax ID" as an additional option to add. When is a Tax ID not necessary? For context, this LLC will not have any employees and will not have a bank account.
Then it will not need a tax id.
@@ClintCoons thank you Clint. You're incredibly helpful and have the best business advice out there.
@@ClintCoons oh I forgot, does that also mean no need to file taxes annually?
@@AberrantArt not federal but possibly state
does the management fee have to be consistent from the beginning, or can you ramp up that fee based on the volume of production or scale of operations?
not sure if I am stating it correctly, but really curious about this.
Absolutely it can change.
This is very helpful. I'm currently in the process of creating my LLCs, and your videos help. Honestly, I'd rather pay someone to set this up for me, lol. So much information to take in.
Happy to help!
great content, hope you’re getting a lot of business from your channel
Eric E.
Thanks for watching.
10:52
Another great video 👍👍
Bill Smith
Thanks for watching.
What if I set up an LLC online, but I have not started up my business yet for an RAL using property that I own. Can I make changes to it or do I need to start over under a different LLC? And, cancel the other?
We should analyze your situation. RAL can be complex and you want to make sure you have the right entity strucutere and tax plan. If you would like a FREE 30-minute consultation, you can request one here
- aba.link/30minSession
I want to protect my rental property even if I have a Ins umbrella , but the goal is to protect it from divorce and or potential Medicaid or Dr’s and kind of anything , but I hope to refi my place in a year or two or have it paid off
It wont help in those instances.
U have a video cut " the best way to 3 leg structure in RE" , operating company llc, llc owns the assets and another entity , not sure" any help to find it?
Thanks for the idea
Great example Clint.
Have you made a pdf with the proper format for an LLC?
Not yet!
Very informative as all your videos are. So, question. In order to have my Operating Agreement reviewed and written properly, do I need to wait until I accumulate assets or as a new business owner, can I have it reviewed for accuracy, and protection?
Sooner rather than later is better.
@@ClintCoons How do I go about setting up a consult or appointment with the firm please?
@@Marine2Soldier I have a link to a strategy session in the show notes
Good video
Thanks
Do the LLC have to be a state where you apply anonymity? I'm in Pennsylvania, can I protect my property by putting ut in my Pennsylvania LLC?
In PA you have a transfer tax you need to mindful of when transferring property to an LLC. Yes you can set up a PA LLC owned by a WY LLC for anonymity.
Great information! I already scheduled our consultation with you all for next Wednesday. Just curious: In Florida they ask for the manager and authorized member when registering. Wondering if we have the Wyoming LLC in my wife and my name as the organizers (and hired a registered agent firm), and want to put our FL LLC under the Wyoming LLC, should we put the Wyoming LLC as the only member of the FL LLC and one and/or both of us as its manager(s)? How would you approach that part? I understand whatever you say is not official legal advice ;)
When we set up your FL LLC it will point to your WY LLC and keep your info private.