Legal Question in Business Law in Minnesota

Related Entities - LLC and S-Corp

I have formed a 1-owner LLC in MN. I would like to also incorporate my business (Real Estate Sales � Realtor with Coldwell Banker Burnet) as an S-Corp. Both the LLC and the future S-Corp are related companies. For example, loss of Federal trademark in one company would affect the other company. Both are single owner. I want to form the S-Corp to avoid the employment tax (FICA) and to protect myself from personal liability. What is the best way to structure these related companies? Should a holding company be formed?

I will probably add another owner to the Patriot Referral Network LLC due to the following: 1-owner LLC's may encounter loss of liability protection outside of Minnesota. If you do business as an LLC in a state not recognizing your limited liability status, it's as if you are doing business as a sole proprietorship or partnership; you will have personal liability for business activity occurring in that state. What's more, because the LLC is relatively new, and still evolving, it's harder to predict what the future of liability protection for LLC's will be, even in Minnesota.

Any ideas??


Asked on 10/28/03, 10:50 pm

1 Answer from Attorneys
David Kelly-952-544-6356 Kelly Law Office

Re: Related Entities - LLC and S-Corp

My personal opinion is that for most of the businesses I represent, Subchapter S is superior. Unless you have some really serious reason to be using the LLC - such as the depreciation rules - you should perhaps start fresh with an S for even your first business.

My thinking is the simpler you keep it the better, and I would tend to not like the holding company idea.

Your whole question involves complexities that are beyond the scope of a forum like this. Best get yourself both to a lawyer and an accountant.

Good luck.

This response is for general information purposes only and does not create an attorney-client relationship.

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Answered on 10/29/03, 3:09 pm


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