Photo ©2008 Mattbr. Used under Attribution 2.0 Generic license, via Wikimedia Commons


Insight + analysis on indie film legal issues

Special Purpose LLC (Single Member)

Special Purpose LLC (Single Member)

Special Purpose LLC (Single Member)

Company Information

The name chosen must be available in the state where the business is being formed and must be followed by “Limited Liability Company” or “LLC”. Please note that once filed, the business name cannot be changed without a new filing and related filing fees.
Please indicate either the date or the event that will trigger dissolution of the company. For example, the delivery of a final film for distribution.
Business in other states
Please indicate whether the company will conduct regular business in another state.
Registered Agent
All LLCs must appoint a registered agent to receive any legal process served on the company. A business may act as its own registered agent or appoint a third party to do so (fees may be required). Please choose how you prefer to appoint a registered agent.
A single-member LLC is treated as a “disregarded entity” for federal tax purposes unless it elects to be taxed as an S corporation. S corporation status may support savings on self-employment taxes, but an LLC taxed as as S corporation must file its own annual income tax return. We suggest choosing disregarded entity taxation unless the LLC expects to earn sufficient income to pay its member reasonable compensation within the first 12 months after being set up.

S Corporation election information

Member Information

Gender pronouns
Marital status

Limited Liability Company Operations

Company management
Please indicate whether the company will appoint the member or someone else as its manager for handling day-to-day business. Unless circumstances suggest that a separate manager may be advisable, DeepFocus Law typically recommends that the business be member managed.
Manager gender pronouns

Capital Contribution

Type of contribution
In exchange for membership in the company, an initial capital contribution should be made. Inadequate capitalization is a significant risk factor that could allow a business creditor to reach personal assets. Contributions may be in the form of money, property, services, a promise to make such contributions in the future, or some combination of the above.
A contribution of property may have potential tax consequences based on the difference between the property’s value when contributed and when acquired. Please indicate the current dollar value of the property if purchased at a fair market price.
Please indicate the cost paid for the property when it was acquired. If inherited or received as a gift, please indicate the value as of the date inherited or received.
Please describe the services contributed. Do not include services to be performed as part of the company’s ongoing business but only services resulting in something of value before the company’s organization. For example, intellectual property developed before the company began, market surveys, etc.
Please indicate the value of the services in the approximate amount that would have been paid to you for performing them as an employee.