In an LLC, ownership interest is determined when creating an LLC. Members invest money into the LLC and get a share of the company in return. Those with an ownership interest receive a share of the LLC's profits and losses.

Forming an LLC

An LLC is one of the most popular ways to create a business in the U.S. There are single-owner LLCs as well as multiple-owner LLCs.

One of the many benefits of an LLC is that the business is separate from the owners, which means less liability. An owner's liability regarding debts of the business can be disregarded if an LLC is discovered to not be separate from its owner. In order to create an LLC, the owner must file an organizing form with the state agency. 

How Does an Operating Agreement Relate to Ownership Interest?

There are many important decisions that owners must make when creating an LLC. 

  • How much capital contribution will each member be required to pay?
  • How will profits and losses be allocated?  
  • What will be the voting procedures when an important decision must be made among members
  • What restrictions will be placed on transferring ownership interest?

An LLC operating agreement is where the answers to these types of questions can be found. This agreement can either be written or stated orally. In an operating agreement, the way that member capital accounts should be handled is also spelled out. This includes information such as each member's ownership percentage and the initial contribution that should be made. 

If there are any special circumstances pertaining to a certain member, then they must be included in the agreement. Also stated are the penalties for members who do not make their required contributions. An operating agreement should be created even if there is only one member in the LLC. 

How Does an Owner Receive Ownership Interest?

When an LLC is formed, the owner must invest money into the company for it to become established. Members of an LLC are actually the owners, and they are not considered to be employees. In an LLC, when members invest money into the business, it is called capital contribution. By making a capital contribution, a member gets a share in the LLC. Therefore, in return, they receive profits (or losses) from the company. 

How to Determine If Ownership Interest Is Correct

There is a high chance that interest due to members of an LLC will not be issued correctly if a lawyer does not help in the creation of an LLC. There are several ways to know if membership interest is being handled correctly. 

  • There will be a signed Operating Agreement that includes details about membership interest.
  • Specifications should be given about how membership interest is paid. Contributions from members will be paid in cash or, in some cases, non-cash (for example, property).
  • There should be evidence that shows how much a member has given for their contribution.
  • Each transaction should be recorded in a book specifically for the LLC that includes other important files.  

What Are the Different Types of Interest That Owners Can Receive?

LLC ownership interests are not broken down into units of measure. An owner receives interest from the company as part of his or her agreement with other owners. Ideally, the Operating Agreement will state the percentages of ownership. Ownership interest can be stated as units or shares instead of interest. It should be expressed in the Operating Agreement how ownership interest will be converted, such as into units. Under that arrangement, each member would receive a certain number of units as their ownership interest. 

If units are used, an LLC can be seen as having characteristics of a corporation. Units are easier to manage than using percentages with regards to ownership interest. There are different types of interest that owners can decide upon, such as nonvoting interest, preferred interest, or nonvoting preferred interest. There must be detailed information in an Operating Agreement about each type of interest. Different units can be used to easily follow certain investments or property of the company.

LLC ownership interest is an important decision to make when creating an LLC. It is important to state the details of ownership interest in an Operating Agreement. Having an agreement is important so that there will not be an conflicting information among members of the LLC. 

If you need help with LLC ownership interest, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.