Close Company Benefits
Forming a company brings benefits including risk management, tax minimization, privacy and increased professionalism. Less mentioned are the bureaucratic hassles. Close companies minimize red tape and are intended for single owners and small groups who know each other well.
Simplicity
annual or regular meetings are required.
Asset Protection
Flexible distributions are allowed and it's easier to stay in compliance.
Transfer Restrictions
Prevent outsiders from suddenly having a say in your company.
Same Low Price
Forming a company brings benefits including risk management, tax minimization, privacy, and increased professionalism. Less mentioned are the bureaucratic hassles. Close companies minimize red tape and are intended for single owners and small groups who know each other well.
- No Annual Meetings
- No Regular Meetings
- No Board of Directors
- Flexible Distributions
- Ideal For Small Groups
Close LLC & Corporation Overview
The general features of a close company are reduced corporate formalities in exchange for share and membership restrictions. The largest difference owners will see is with Corporations rather than LLCs. This is because LLCs enjoy abbreviated governance to begin with.
There may only be 35 owners, and owners must provide the right of first refusal to existing owners when selling to a 3rd party. This share transfer restriction may be viewed positively as it keeps outsiders from suddenly seizing control or having a seat at the table.
Membership & Share Transfer Restrictions
Transfer restrictions may be seen as a double-edged sword. Owners must provide the right of first refusal to existing owners when selling. This makes it harder to sell, but means you are protected from a third party unexpectedly seizing control of company affairs. Family run businesses may not, for example, want children selling gifted shares to outsiders. Or tightly knit groups may want to prevent outsiders from suddenly having a say in the company.
Summary
Single-member LLCs and one owner corporations have little reason not to choose the close designation. Why worry about disclosures or meetings when you are the only owner? They only result in increased compliance costs. Learn more about single-member LLCs here.
With multiple owners, though, the answer varies. The question becomes how well the owners know and trust one another. Should regular meetings be required? That is a question only you and your partners can answer.
To be certain, these constraints are important checks for larger companies. Minority shareholders deserve respect. However, small closely held companies find such compliance drains important resources and time. If you and fellow owners know is it really necessary to notify family members via certified mail about strategy changes?
History of Close Companies
The structure arose because some small groups don’t require the usual protections and oversight. For example, in a family owned business it is assumed the group is kept well aware of the company's affairs. Decisions are discussed during meals. There is no need to hold formal meetings or place notices in writing. Similarly, the group won’t want outsiders to be able to easily gain a seat at the table if one member becomes upset.
What Corporate Services Do We Offer?
Services designed to make starting your company simple. Allow us to form your company, run your virtual office, forward your mail and act as your registered agent. You focus on what matters - running your company.
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Registered Agent
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AUTHOR
Brandi L. Joffrion, Esq.
Brandi Joffrion is a skilled attorney with extensive experience in diverse areas including litigation, estate planning, and creating limited liability companies and corporations. She is also a professor and former offshore anti-money laundering compliance officer. Brandi can provide you with particular advice on your specific situation in the areas listed above. Brandi is licensed to practice law in Colorado.