What is an LTD: Everything You Need to Know
The term “ltd” is an abbreviation that means limited. Limited is also a term used to describe the involvement and power of the company’s shareholders/owners. 8 min read
What is an ltd.? The term “ltd” is an abbreviation that means limited. Limited is also a term used to describe the involvement and power of the company's shareholders and/or owners. The directors of a Ltd. are the ones that pay income taxes, while corporate taxes are paid by the company. Shareholders and owners are not responsible for the majority of the company's debts or obligations. Shareholders inherit a debt that is equal to the amount of money they have invested in the company.
A “private company limited by guarantee” is a company that limits a shareholder's liability to a calculated amount. In this enterprise, shareholders are known as guarantors. In countries such as England, income tax and insurance is paid as company profit shares grow. Companies such as charities pay as they go.
Ltd. With Relation to Geography
Many European nations use the abbreviation Ltd. to signify a business enterprise. It is also common in Canada. In the United States, the Ltd. abbreviation is sometimes used in place of “Inc.”
Warnings With the Use of the Ltd. Term
Companies cannot haphazardly add Ltd. to their business profile. They must properly file their enterprise as a Ltd. within their jurisdiction and conduct business dealings as a Ltd. company. This means that the company in question is required to make filings on an annual basis, as outlined by certain legal requirements, and remain operationally consistent with those laws at all times.
Ltd. Term Distinctions
In Europe and Canada, shareholders are responsible for their predetermined amount of debt, or the amount of money they have invested in the company. The U.S. Ltd. structure is different. Shareholders or owners are not responsible for any of the company debt, regardless of their investments.
Expert Assistance for Establishing an Ltd.
Finding an attorney with history creating and representing Ltd. companies is a complicated task. The attorney must understand the complex laws surrounding Ltd. companies and its shareholders. Parties interested in establishing a Ltd. should seek the counsel of a lawyer from the American Bar Association.
Corporations are also known as incorporated companies. Inc. is the abbreviation used to signify a corporation. Corporations are unique because directors are able to purchase stock in the company and their stake gives them the right to oversee company operations. The liability of the director is also limited to protect his or her personal assets. Legally, the corporation operates as a singular legal entity.
To create a corporation, directors and officers must file an application with the secretary of a state following the Articles of Incorporation. Corporations reserve sole liability for debt and tax payment. Stock in the company can also be sold to make money. Giving a corporation sole liability to operate as its own entity allows the business to operate despite an officer's death or a stock sale.
Most states require corporations to add the Inc. abbreviation to its name. The US. Small Business Association discourages small business owners from forming corporations. They suggest small business owners wait until their companies become larger to establish a corporation. Governing a corporation is expensive as well as legally challenging, and this can overwhelm a small business owner.
The abbreviation Co. is an all-encompassing term used to describe companies that operate as corporations, sole proprietorships, and limited liability companies. Adding the term “co.” to an industrial or commercial business does not give the business any legal rights because it is such a broad term.
The abbreviation LLC means limited liability company. It operates as a partnership between owners. In this entity, owners are able to claim the business's profits and debts on their personal income tax statements.
LLCs are created under the authority of state law. Members must file an application with the secretary of state. LLCs share their profits among members. Members are considered self-employed contractors and they pay taxes according to that designation. Once a member leaves, the LLC is terminated, and members must agree to move on or start a new business.
Experts recommend small business owners create LLCs. By law, limited liability companies are required to include LLC somewhere in their signage. The LLC business structure was created in the 1970s, but it took decades for this designation to become popular. During the middle part of the 2000s, there was a surge of LLC companies because many owners enjoyed the protections the LLC designation afforded them. LLCs can be operated by its members or by managers hired from the outside, which is a flexible business arrangement. LLCs must create an operating agreement to outline how the company will be managed. The popularity of the LLC is the reason over 70 percent of current businesses are considered LLCs.
Breaking Down Ltd. (Limited)
A private limited company is different from a limited company. In private limited companies, shareholders buy private stock in the company. The directors are also the employees, and they handle the administrative duties and taxes. However, shareholders do not need to be directors. The limited company has its own financial portfolio that is taxed individually. The company's profits belong to the company and shareholders receive a portion of the dividends. The rest is used as capital. Limited company directors can only use funds to pay for a salary, loan, or dividend.
Advantages of a Private Limited Company
Limited companies can accept a great number of shareholders. Liability is divvied up between the multiple shareholders. If the company becomes financially ruined, shareholders only lose the amount of money they have invested. Private limited companies also provide greater tax breaks for its members.
Many banks look at private limited companies favorably because they do not dissolve after an owner sells their shares. These companies produce goods at a lower production rate making them a good option for investors. They can grow and expand at exponential rates because they keep their costs down.
Disadvantages of a Private Limited Company
As favorable as a private limited company is, it does have its setbacks. The director takes on personal responsibility for the company's insolvency. The director must be a guarantor on any loans the company signs. If the company fails to repay a loan, the director can have their assets taken away. Stock shares are sold in private sales. These private sales require shareholders to sell their shares or transfer them to someone else. It also limits the capital raised for the company. Limited companies have to also pay extra taxes when they receive loan payments.
Other Entities to Know
In Delaware, designations such as Inc., Co., Corp., Ltd., etc., are general names used to describe entities. There are no distinctions in that state. A close corporation is an entity with no board of directors and is limited to a set number of stockholders. Many family-owned businesses operated as close corporations in the past. Today, those businesses would be LLCs. The IRS and the Division of Revenue designate corporations as S corps and C corps for tax purposes.
You may have heard of business structures such as the S corp and C corp. However, at the state level, these are not considered to be different types of corporations. Rather, they are just election designations made with the IRS and Division of Revenue after the corporations formed.
Likewise, you've probably also heard of the B corp. This is an industry-specific B-lab certification that certain types of companies can apply for. This can benefit certain types of entities in terms of maximized profits and larger social benefits.
The B corp is given a B-lab certification because it provides social benefits to society. B corps are known as public benefits corporations. They are for-profit corporations given the freedom to support the causes identified under the Certificate of Incorporation. The certificate prevents stockholders from filing lawsuits against the company for supporting certain causes.
Nonprofit organizations like charities and foundations are nonstock corporations. These organizations are owned and operated by a board of directors. The organizations are tax-exempt and are classified as 501(c)(3). They accept tax-deductible donations from third parties.
Another type of entity is a statutory trust, also known as a business trust. These entities are operated by a board of trustees and beneficiaries. The board drafts a Trust Agreement which serves as the organization's governing document. However, statutory trusts are not popular because they require the trustees to be based in Delaware.
LLP (Limited Liability Partnership) Definition
A limited liability partnership has two groups of operators: active managers and passive investors. The active managers are called general partners, and the passive investors are limited partners. Most limited liability partnerships are operated by doctors and lawyers. These entities do not protect operators from litigation. If the operators are negligent, they can be sued. Personal liability is not protected. This is important because doctors and lawyers can be sued for malpractice. No personal liability protection means these professionals have to carry malpractice insurance.
- In a limited liability limited partnership, personal liability is protected.
- GP (General Partnership) Definition: In a general partnership, partners are all liable for each other's actions.
The Series LLC Definition
A series LLC is an entity that operates under the umbrella of a limited liability company. In a series LLC, members are relegated to a specific series with its own name, financial agreement, and governing documents. Member assets are separated, and members are afforded unique rights based on the composition of their series.
Series LLC creators allow their members to operate relatively autonomously. The only thing the creators do is file documents for the creation of the LLC. They have to choose a state for incorporation such as California or Pennsylvania, but many choose Delaware, which grants its entities immense freedoms.
Delaware has favorable corporate laws and experienced courts to help litigate corporation disputes.
Personal Liability Protection
In an LLC, business owners and members are granted personal liability protection. If anything happens to the business's funds, the members are not held responsible. A limited partnership is different. These partnerships have two primary operators: a general partner and a limited partner.
The limited partner is afforded personal liability protection. The general partner takes personal responsibility for all business dealings.
Participation in Business Activity
The LLC setup offers its members a choice. They can select a member of the group to manage business dealings or require all members to be equally involved in the operations. Members are also given liability protection.
In a limited partnership, the limited partner cannot participate in the company's daily business operations or else they forfeit their personal liability protection.
Although limited partnerships can be tricky, they provide attractive tax benefits. The partnership is tax-exempt. Once the organization starts making revenue, members split the profit margins and losses among each other. Profits are taxed once instead of individually.
A limited liability company is considered a disregarded entity. They have the choice to be taxed as a partnership or as a corporation based on the business's needs.
Case Law Differences
Legally speaking, LLCs are relatively new, so case law pertaining to LLCs is limited. Limited partnerships have an extensive legal history because they pre-date the usage of LLCs. Most states started enacting LLC laws in the 1990s.
Case law regarding limited partnerships is leaps and bounds ahead of case law regarding limited liability corporations. Still, uncertainty exists regarding LLC liability protections and corporate laws.
If you need help with the term "ltd," 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.