we have filed our company as an llc (through the secretary of state), but when we apply for our ein, it defaults the ein to a partnership (there are 2 members)...my question is: will having a partnership ein open us as individuals to responsibility for the company (even though we have filed through our state as an llc)? Or, is an ein exclusively for tax purposes and not liability purposes?
1 Answer from Attorneys
You really should be getting some actual legal advice on your business especially if the entity has more than one member. The concerns will get a lot more complicated than what you are asking here.
No, this has nothing to do with your liability shield. It just means that an LLC with two or more members will be treated as a partnership for tax purposes. You will need to file a partnership return (1065) as well and each member receives a K-1.
Further, Unless there has been recent changes, Texas requires LLCs to file a Franchise Tax and Public Information Report with the Comptroller of Public Accounts. The report is due between January 1 and May 15. The fee is calculated based on taxable margin.
If you need more clarification, I suggest that you consult with a lawyer in private and discuss your objectives in more detail. You can start by calling around to several for a free phone consultation, get some insights then pick the best fit to work with.
If you would like to discuss further over a free phone consult, feel free to contact me anytime that is convenient.
Our firm is now referred by the American Bar Association (see under the New York section): http://www.americanbar.org/groups/delivery_legal_services/resources/programs_to_help_those_with_moderate_income.html
DISCLAIMER: this is not intended to be specific legal advice and should not be relied upon as such. No attorney-client relationship is formed on the basis of this posting.
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