Key Takeaways:

  • An LLC cannot issue stock like a corporation because it has members, not shareholders.
  • LLC ownership is represented by “membership interests” rather than stock certificates.
  • Membership interests can be customized in the operating agreement to allocate profits, losses, and voting rights differently among members.
  • While LLCs cannot issue preferred or common stock, they can still raise capital by selling membership interests or issuing debt instruments like bonds.
  • Ownership transfers in an LLC are usually restricted and require member approval, unlike freely transferable corporate stock.
  • Profit distributions in an LLC are typically governed by the operating agreement, not by corporate dividend rules.

"Can an LLC issue shares?" is a common question you might have if you're thinking about establishing a limited liability company for your business. Corporations and LLCs are two of the most common business structures chosen by entrepreneurs. Both these entities offer personal liability protection, but the way that ownership interests are issued differs. LLCs cannot issue stock, but instead have multiple owners, known as members, who receive a percentage of the profits and losses in exchange for their ownership interest. In contrast, corporations offer stock certificates to their shareholders who can freely buy and sell their shares.

Although LLC members are bound by a signed agreement rather than by the issuance of stock certificates, LLCs can issue bonds to attract financing. However, this process is much more complex than the process of issuing stock. It may require consulting with a firm that specializes in issuing bonds, such as an investment bank. 

LLC members report their shares of the business's profits and losses on their individual tax returns, but corporate taxes are not incurred by the LLC itself. Corporations are subject to double taxation, in which profits are taxed at the corporate level when earned and again at the individual rate when they are distributed to shareholders.

Both LLCs and corporations offer their members and shareholders limited liability protection. This means that personal assets cannot be seized to satisfy the debts and financial obligations of the business.

Understanding Stocks

A corporation issues percentages of its ownership to shareholders in small units called stock. The total percentage of stock shares issued must equal 100. Each shareholder's ownership percentage depends on the number of his or her shares and the total number of outstanding shares. Stock certificates and their associated voting and financial rights can be freely transferred in most states. 

Most corporations retain 50 percent or more of their outstanding stock shares so that another business cannot completely take over by buying them out. The remaining shares are sold in exchange for financial investment that allows the corporation to grow and expand.

Why an LLC Cannot Issue Stock

Unlike corporations, an LLC’s structure does not include the concept of “stock” or “shares” as units of ownership. Instead, ownership is based on a membership interest, which may represent a percentage or specific unit of the LLC’s equity. Membership interests are recorded in the LLC’s internal records and governed by its operating agreement—not by issuing stock certificates.

The legal reason an LLC cannot issue stock is that it is not incorporated under corporate statutes. State LLC laws generally do not allow the creation of stock classes or corporate bylaws. This distinction is important for entrepreneurs considering whether to form an LLC or a corporation, especially if they plan to raise funds from investors who expect stock-based equity.

LLC Stock Exceptions

Although an LLC cannot issue stock, the members can generate capital for the business by selling ownership shares in the company. These shares are not publicly traded like those of a corporation and are subject to many restrictions. For example, shares can only be sold by members to family members, friends, and close acquaintances. This type of LLC is known as a closely held organization.

Capital Raising Options for LLCs

Although an LLC cannot issue stock, it still has ways to raise capital:

  • Selling Membership Interests: New or existing members can contribute cash, property, or services in exchange for a percentage of the LLC.
  • Issuing Debt Instruments: Some LLCs raise funds through bonds or promissory notes, though this is more complex and may require securities law compliance.
  • Admitting Investors as Members: Investors can join as non-managing members, allowing them to share in profits without daily operational duties.
  • Convertible Instruments: In certain cases, LLCs may issue convertible notes that convert into membership interests rather than stock.

Each option has different tax, control, and regulatory implications that should be addressed in the operating agreement.

Preferential LLC Ownership

Corporations can issue common and preferred stock shares. The latter type provides the holder with preferences in receiving dividends and company assets if liquidation occurs; it sometimes provides special voting rights as well. Although an LLC cannot issue preferred shares since it does not issue stock, it can assign rights and benefits to certain members but not to others in the operating agreement.

This strategy can also be used to provide other benefits, such as providing a larger share of liquidated assets to a certain member. An LLC can also assign income to members independently from their ownership percentages, which is not an option for corporations. This provision, known as special allocation, must be IRS-approved.

Customizing Membership Rights

An LLC can mimic some corporate “preferred stock” features through its operating agreement. For example:

  • Granting certain members priority in profit distributions.
  • Allocating liquidation proceeds differently than ownership percentages.
  • Assigning enhanced voting rights for specific business decisions.
  • Creating “profit interests” for key employees or investors, which entitle them to future gains without granting current ownership value.

These arrangements offer flexibility but must be carefully drafted to comply with IRS rules and avoid reclassification issues.

LLC Member Interest Rights

An LLC member's ownership interest gives him or her the right to participate in the management of the business and receive a specified share of earnings. However, the member cannot transfer all of his or her rights to another individual or business. If he or she sells shares to another person, that party doesn't have the right to participate in the LLC's business. However, they do receive the same financial interest as the member who sold them the shares. This prevents disruption to LLC operations when shares are sold. The LLC members can agree to a procedure for transferring management rights and document it in the operating agreement.

Transfer Restrictions and Buy-Sell Provisions

Most LLC operating agreements include transfer restrictions to preserve control among existing members. These may require:

  • Unanimous or majority approval before an ownership interest can be transferred.
  • Right of first refusal, giving existing members the chance to buy the interest before it’s sold to an outsider.
  • Buy-sell agreements that dictate how interests are valued and transferred upon death, disability, or withdrawal of a member.

These safeguards help maintain stability in the LLC, unlike corporate stock, which can often be sold freely on the open market.

Distributions

Both LLC members and corporate shareholders have a right to the business's earnings and assets. Shareholders often receive percentages of after-tax earnings as dividend payments. This is at the board of directors' discretion. LLC members may also receive profit distributions periodically.

Tax Considerations for LLC Ownership

Distributions from an LLC are typically pass-through for tax purposes, meaning profits and losses flow directly to members’ personal tax returns. This differs from corporations, where dividends may be taxed twice.

Key points for LLC members:

  • Members owe taxes on their share of profits even if those profits are not distributed.
  • The operating agreement can dictate how and when distributions are made.
  • Some states impose franchise or annual fees on LLCs, even if they have no taxable income.

Because membership interests are not “stock,” capital gains tax treatment may differ when an interest is sold compared to selling corporate shares.

Frequently Asked Questions

1. Can an LLC issue stock like a corporation? No. LLCs have members, not shareholders, and ownership is through membership interests, not stock certificates.

2. How does an LLC raise capital without issuing stock? By selling membership interests, admitting new members, or issuing debt instruments such as bonds or promissory notes.

3. Can an LLC have preferred ownership like preferred stock? Yes, but only through provisions in the operating agreement that grant special rights to certain members.

4. Are LLC membership interests transferable? They can be, but transfers often require member approval and are subject to restrictions in the operating agreement.

5. How are LLC distributions taxed? LLC profits typically pass through to members’ personal tax returns, avoiding corporate double taxation, though members may owe taxes on undistributed profits.

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