Can I enter zero for ownership percentage for an LLC member who had no involvement, zero investment, zero income? (2024)

Thanks tagteam,

I was hoping someone would come through with a definitive response, and this certainly sounds pretty definitive to me. I even posed my question to the two law professors who teach the relevant course:

CORP7131

Business Associations

This course considers the organization and operation of business enterprises with particular emphasis on the corporate form. The class includes an introduction to agency and partnership and limited liability companies. Corporate issues to be discussed include: nature of the corporation; corporate formation; corporate privilege and power; special problems of close corporations; fiduciary duties of directors and controlling shareholders; rights of shareholders; use of proxy machinery; derivative suits; and liability for insider trading, including an analysis of SEC Rule 10b-5.

Mind you, I wasn't asking them for advice; rather, I was asking the same question I posed in this forum, and here's the pitiful response they gave me:

"We cannot give you legal advice. You should talk to a lawyer. However, in some other states, the structure you're proposing works. On the basis of some assumptions beyond the scope of this email, to confirm whether the same is true in New Jersey, the lawyer would probably want to look at the definition of "member" and the definition of "interest" in the relevant statute. If someone can be a member without an ownership interest, the answer is probably yes. Again, this isn't legal advice and you should consult with a lawyer. I have never looked at the NJ LLC statute and this is just an educated guess."

According to Wikipedia, Seton Hall Law School is the only private law school in New Jersey, and, according to the U.S. News & World Report rankings, is the top-ranked of the two law schools in the state.

‎May 19, 20227:29 AM

Can I enter zero for ownership percentage for an LLC member who had no involvement, zero investment, zero income? (2024)

FAQs

Can I enter zero for ownership percentage for an LLC member who had no involvement, zero investment, zero income? ›

Can I enter zero for ownership percentage for an LLC member who had no involvement, zero investment, zero income? Yes, you can have a partner with 0% interest. There are no federal guidelines for the establishment of partnerships and therefore no minimum interest amount that a partner can have in a company.

How do you determine the percentage of ownership of an LLC? ›

A good starting point for establishing ownership percentage for an LLC is to first settle on what amount of capital that is required to start the business. After you have this reference point, you can simply divide from each members' initial contribution to calculate their respective ownership positions.

Can LLC members have different ownership percentages? ›

While LLC members can have different ownership percentages, the ownership interests of all members in total must add up to 100%.

How do you change the percentage of ownership of a partnership? ›

If your operating agreement includes the names and ownership percentages of each partner, then you will need to file new paperwork, including a new operating agreement, with the state. If your paperwork was general and did not specify names or percentages, then you can keep the paperwork as-is.

What happens if your LLC does not make a profit? ›

It is required to file taxes for an LLC even with no income. This is because the Internal Revenue Service (IRS) treats LLCs as pass-through entities, which means that the LLC's income is passed through to its owners and reported on their individual tax returns.

Does percentage of ownership matter? ›

Ownership percentages become particularly important when applying for a business loan. In most cases, only owners with a 20% or higher ownership stake in a company have to sign a personal guarantee. A personal guarantee is a promise to pay back a loan, backed by your personal assets.

What is the meaning of ownership percentage? ›

Any shareholder has percentage ownership in the company, determined by dividing the number of shares they own by outstanding shares (company's capital stock), multiplied by 100.

How do you divide ownership of an LLC? ›

Divide ownership of the LLC by calculating total cash investment by the members. Give each member an ownership stake equal to his cash investment. Four members contributing $25,000 apiece would each receive a 25 percent stake in the company.

How do you give someone a percentage of your company? ›

You simply issue more shares (the same way governments print money). Issuing more shares is what causes the dilution. If you have 100 shares and you want to give someone 10%, you'd have to issue 11 new shares (11/111 x 100 = 10%, approximately).

How is ownership expressed in an LLC? ›

LLCs can have an unlimited number of members. When ownership is established, the membership interests are usually expressed in one of two ways: by membership units similar to corporate shares. by percentage.

What is the formula for ownership percentage? ›

The formula used to calculate Ownership Percentage = Total shares of the parent/Total shares of subsidiary * 100 %.

What is an example of ownership percentage? ›

For instance, if your business has 10,000 shares, all of these shares would represent 100 percent of the ownership of your company. After establishing total shares, you will divide them among your partners by their ownership percentage.

Why the percentage of each partners ownership is important? ›

Consider the significance of each partner's ownership percentage in a business partnership, as it typically dictates how profits and losses are allocated, as well as the control, decision-making power, and responsibility for the business's debts.

What happens if I open an LLC and do nothing with it? ›

What happens if my LLC is inactive? If an LLC has inactive business status, it still legally exists but has no activity. If an LLC is inactive and its members do not intend to resume activity, it should be dissolved to prevent potential problems in the future.

Do I need to file 1065 if no activity? ›

If the partnership doesn't have any transactions that qualify for deductions or credits, or this is the first year of your partnership with no revenue, you generally do not need to file a Form 1065.

What happens if you have business expenses but no income? ›

You can either deduct or amortize start-up expenses once your business begins rather than filing business taxes with no income. If you were actively engaged in your trade or business but didn't receive income, then you should file and claim your expenses.

How is ownership divided in an LLC? ›

Divide ownership of the LLC by calculating total cash investment by the members. Give each member an ownership stake equal to his cash investment. Four members contributing $25,000 apiece would each receive a 25 percent stake in the company.

What percentage should I pay myself from my LLC? ›

Some tax professionals recommend paying yourself 60 percent in salary and 40 percent in dividends to stay clear of IRS problems unless this means your salary would be too low compared to others in your field.

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