Startup-Related Expenses Paid by Member (not by LLC)

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I have officially formed a member-managed LLC and obtained an EIN. I am the single member. I have not yet set up a checking account for the LLC. There are a number of startup-related matters that I would like to get started and pay for individually (e.g., having a logo designed). I am mindful of respecting LLC formalities and want to maximize the protection afforded by the LLC. If I pay startup expenses (e.g., hire a logo designer in my capacity as member of the LLC but pay for the logo designer using personal funds), will I expose myself to veil-piercing risk later? Should I wait until I get the LLC checking account set up and have the LLC pay for the expenses? Or is it OK for me to pay these startup expenses now from personal funds? Thanks.

Attorney Answers

4
Dana Shultz ·
It's OK to pay startup expenses and have the LLC reimburse you - happens routinely for startup companies. Be sure to (a) have a written, signed resolution of the manager approving the reimbursement and (b) account for the expenditures clearly on the LLC's books. The post at the link below describes the types of situations that cause "alter ego" problems (discusses corporations, but similar for LLCs). Disclaimer: This post does not constitute legal advice and does not establish an attorney-client relationship.
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Bryant Martin ·
One of the best defenses against a veil-piercing attack is that the entity be well capitalized. Startup capital counts even though it may be spent on business expenses. So the safest course is to contribute the capital and then use it for the logo and other costs. Since you are in a hurry to get started, another approach that should reach the same result is to set up an account in your own business as a sole proprietorship for the logo and other expenses. Then when you activate the LLC, contribute the logo subject to the expenses incurred, so the LLC can show it as an asset. Best to run this by your CPA to be sure. DISCLAIMER—This answer is for informational purposes only under the AVVO system, its terms and conditions. It discusses general legal principles, trends, and considerations and is not intended as specific legal advice regarding your question. Each state has different laws and the answer could be different if all the facts were known. Full evaluation of your legal situation would require personal consultation permitting an understanding of all the facts and circumstances. This answer does not establish an attorney client relationship. (Bryant) Keith Martin sbbizlaw.com
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Pamela Koslyn ·
Yes, it's typical that an LLC member loans the LLC money to pay for start up expenses. As longas you document the loan and the LLC's repayment of the loan, there's no veil-piercing risk. However, what could expose you to veil-piercing is the lack of adequate capitalization, which your new LLC does need. This isn't a loan from you that gets paid back, but an investment that stakes the company. Disclaimer: Please note that this answer does not constitute legal advice, and should not be relied on, since each state has different laws, each situation is fact specific, and it is impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue. This answer does not create an attorney-client relationship.
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Karen Orlin ·
Under Florida and Delaware law (in the event that your llc is organized under the laws of one of those states, rather than under California law), I concur with Dana Shultz's response, provided that you keep original receipts and reimburse yourself promptly from the llc account pursuant to a resolution adopted by you as sole Managing Member or Manager (whichever is applicable) or provision of the llc's operating or limited liability company agreement authorizing the llc to reimburse its members for expenses related to the llc's business. Disclaimer: Karen J. Orlin is licensed to practice law only in FL and NY and maintains the principal place of business of her law firm, Karen J. Orlin P.L., in Coral Gables, FL. In accordance with ethics rules applicable to attorneys, Ms. Orlin advises you that she does not "specialize" in any area of law, but the areas of concentration of her practice include limited liability company, corporate, and business transactions law. Karen J. Orlin has provided the above response to your question and other information on the website of Karen J. Orlin P.L. for general educational and informational purposes only. That response and other information are not intended to constitute, and do not constitute, legal advice nor a solicitation for the formation of an attorney-client relationship; no attorney-client relationship is created through your use of this website or the website of Karen J. Orlin P.L., or your receipt of the above response or other information. Anyone accessing this website, the website of Karen J. Orlin P.L. or the above response should not act upon any information or statement contained in any of them without first seeking legal counsel licensed to practice in the jurisdiction in which the person accessing this website resides or is organized or formed. Further, that response, information or statement is general in nature, and may not apply to any particular factual or legal circumstances. The attorney-client relationship can only be formed by the execution of an engagement letter countersigned by Karen J. Orlin P.L. In addition, unsolicited e-mails and information sent to Karen J. Orlin P.L. or Karen J. Orlin do not create an attorney-client relationship with Karen J. Orlin P.L. or Karen J. Orlin, will not be considered confidential, and may be disclosed to others pursuant to the Privacy Policy of Karen J. Orlin P.L. Karen J. Orlin P.L. and Karen J. Orlin accept clients only in accordance with certain formal procedures, and render legal advice only after completion of those procedures. Karen J. Orlin P.L. and Karen J. Orlin do not seek to represent anyone desiring representation based upon accessing this website or the website of Karen J. Orlin P.L. in any jurisdiction where either website fails to comply with applicable laws and ethical rules. In addition, Karen J. Orlin does not seek to practice law in any jurisdiction in which she is not properly authorized to do so.
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