Any person or company in the world can be an LLC Member in any state.
After you form an LLC, you elect Members (owners) of the LLC.
The following legal persons (ex: companies) and natural persons (ex: people like you and I) can be a Member of an LLC.
The following can be LLC Members (owners):
• US citizens
• US residents
• Non-US citizens
• Non-US residents
• US immigrants
• US foreigners
• Other LLCs
• Other Corporations (C-Corp and S-Corp)
• Other legal entities (besides LLCs and Corporations)
• Pension Plans
• Individual Retirement Accounts (IRAs)
• Other legal entities
Need to save time? Hire a company to form your LLC:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)
(check out Northwest vs LegalZoom)
What is an LLC Member?
An LLC Member is simply an owner of an LLC.
Any person or company can own an LLC, and that person or company is called an LLC Member. A person/company is still an LLC Member whether they own 100% of the LLC or 1% of the LLC (or less).
Can Non-US citizens and Non-US residents own an LLC?
Yes, any US foreigner (or foreign company) can form an LLC and be an LLC Member.
There are no citizenship or residency requirements to forming an LLC in the United States.
Can an LLC own another LLC?
Yes, one LLC or multiple LLCs (regardless of in what state they are formed) can own another LLC (in any state).
Can another company own an LLC?
Yes, one company or multiple companies (regardless of in what state they are formed) can own another LLC (in any state).
It does not matter what type of company (legal business entity) they are.
Can a Minor be an LLC Member?
In most states, yes, but in some states, no. Overall this is a “gray area” and we have not fully done our comprehensive research yet. For that reason, we recommend speaking with a few attorneys in the state where you want to form an LLC.
How many LLC Members?
There are no restrictions to the number of LLC Members (owners) an LLC can have.
An LLC can be formed in any state with just 1 Member (called a “single-member LLC”) or an LLC can formed in any state with more than 1 Member (called a “multi-member LLC”).
Exception to the rule: If an LLC is taxed as an S-Corp with the IRS it can’t have more than 100 shareholders (Members).
Who Can’t be LLC Members?
If an LLC elects S-Corp tax status with the IRS, the shareholders must be individual people. The following cannot be LLC Members of an LLC taxed as an S-Corp:
• Partnerships, Corporations and Non-resident aliens
• Ineligible Corporations (ex: certain financial institutions, insurance companies, and domestic international sales corporations)
46 comments on “Who Can be LLC Members?”
Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Rules and regulations vary by location. They also change over time and are specific to your situation. Furthermore, this comment section is provided so people can share their thoughts and experience. Please consult a licensed professional if you have legal or tax questions.
My husband is wanting to open a small store. I plan to set up an LLC for it. Should we create the LLC in his name only, or both of our names. Would that complicate taxes or cause any issues? Pros/Cons. We can file the LLC with our personal taxes, correct?
Hi Felicia, will you be participating in the business or are you just helping with the paperwork? No matter how you formed the LLC (Single-Member LLC or Multi-Member LLC) it shouldn’t complicate your taxes or cause issues. By default, both Single-Member LLCs and Multi-Member LLCs have pass-through taxation. So the taxes will be reported on your husband’s Form 1040, if you file separately. Or on your joint Form 1040, if you file jointly. Might also be helpful to speak to an accountant for any details.
Can I be a member of a 2 member LLC(ex. ABC LLC) that is taxed as a partnership and purchase out the other member with a different (ex. XYZ LLC)LLC that i’m a member of to maintain the partnership status. (myself as a partner and XYZ LLC the other partner)
Hi Adam, yes, a Member of a Multi-Member LLC (taxed as a Partnership) can be owned by another LLC. Hope that helps.
My scenario is a bit unique and I was hoping you could advise me.
I am forming a LLC with my friend who is a US citizen living in Ohio. I myself am not a US citizen (I’m Canadian).
I know that we are supposed to register as a multi member LLC in Ohio. My question however is upon receiving approval, who is supposed to apply for the EIN as there are separate procedures for obtaining a EIN for US citizens and foreign residents. In this case One member of the LLC is a US citizen and the other a Non-US citizen so how do we go about getting a EIN as we are creating a LLC were we both own 50% each of the LLC.
Your help is greatly appreciated.
Hi Jacob, generally speaking, I’d recommend that your business partner apply for the EIN online (and be the EIN Responsible Party for LLC). This way, you guys can get an EIN for your LLC same-day instead of waiting months. Please have them see how to get an EIN for LLC for instructions. However, if you don’t mind the wait, and you prefer to be the EIN Responsible Party, you can apply for the LLC via fax or mail. Check out how to get an EIN without SSN. Either way, no matter who gets the EIN, you’ll still be telling the IRS that you have a Multi-Member LLC with 2 Members. Hope that helps!
I applied for an EIN/LLC and added myself as a sole mbr, however, I only own a percentage of the company. Do I need to add that additional person to my current LLC?
Hi Maria, what state did you form an LLC in? Was it originally formed with 1 Member or multiple Members?
Oklahoma. Original form was with one member, however, the business is own by two members.
Hi Maria, if you formed the LLC and then later added someone, you’re supposed to sell/transfer some of your LLC membership interest to them (you can use an Assignment of LLC Membership Interest form… we don’t provide at this time) and amend the LLC Operating Agreement. However, you could also just sign a new LLC Operating Agreement with you and the 2nd Member. You’ll need to file Form 8832 with the IRS and change the LLC’s tax classification to Partnership (#6 > B). Hope that helps.
Based on this post, I understand that Non-US residents can be member of a LLC. my question now :How do they pay taxes on their profits as the LLC taxes is pass through base?
Hi Will, if the non-US resident has a US tax filing obligation, then they file a 1040NR. Non-US resident taxation can vary quite a bit, so we recommend speaking with an accountant who works with non-US residents. There are also US Tax Treaties in place as well as withholding requirements. And depending on the state, there may also be state-level filings for non-residents. Furthermore, some non-US residents don’t have a US tax filing obligation. And if the foreign-owned LLC is a Single-Member LLC, then the LLC needs to file Form 5472 with the IRS. Hope that helps.
I am in US on F-1 visa (non-immigrant). Based on this article, I think I can be a member of an LLC my friend (who is a US citizen) is planning to register, right? If yes, do I need to file any additional forms or get any identification number from IRS for that?
Hi Nisarg, you’ll want to confirm this with an immigration attorney. While you may be able to own the LLC (be a Member), we’re not sure if you can do any work for the LLC.
Hello. Is it true that North Carolina does not allow an entity (such as another LLC) to be the single member of a North Carolina LLC?
Hi Brian, we’ve never heard of that. Do you have a reference link or source where you heard that from?
I’m using an online LLC incorporation service. They are suggesting that the new NC LLC can not have an out of state LLC as its sole member. It doesn’t make sense to me so i’m trying to find out more details.
Here’s the exact note they wrote to me: “I am the filer working on getting XXXXXXXXX LLC registered in NC, unfortunately the state of NC doesn’t allow you to list another company as the member unless that company is also active in NC.”
Hi Brian, Jeez lol. Which filing company is this? That information is not correct. LLC Membership in North Carolina is not restricted to entities that are registered to transact business in the state. There are no such laws. The Member(s) of Single-Member LLCs and Multi-Member LLCs can be another business entity. And that business entity can be formed in any state or in any country. Hope that helps!
Thanks for the response and the great site. I called NC’s SOS directly. Based on their response, my layman’s interpretation of their policy is that a NC LLC can have an out of state entity as its single member as long as the organizer of the LLC utilizes the out of state entity’s out of state address on the filing paperwork.
Sounds like some organizers make the mistake of trying to use the NC registered agent’s address as the member’s address – NC declines those applications with the rationale being that a NC based business should be registered in NC.
My filing company submitted my filings to NC a few days ago. I’ll report back if i learn anything different based on NC’s response.
Thanks again for the great site.
Thanks Brian! That is interesting: if a NC address is listed for an entity, the state is checking to see if that entity is registered to do business in NC. I hope your filing going smoothly. Thanks.
If my LLC in florida was filed without members or an owner only registered agent how do I add myself or other owners after its filed and active. Because without a manager or member/s listed u cant open a bank account
Hi Martin, you’ll want to get in touch with the person that filed the Articles of Organization (the LLC Organizer) and ask for a Statement of LLC Organizer. This will create a nice paper trail between the Articles of Organization and the Florida LLC Operating Agreement, which you and the other LLC Members can sign, therefore becoming Members of the LLC. You’ll also want to make sure you have an EIN Number for your LLC. And here is an article on opening an LLC bank account. Hope that helps!
Hi Matt – Thanks for providing such great insights and clarity. I am currently a shareholder ( 30%)and officer of a C-Corp. I am now looking to open a small business under an LLC. Are there any restrictions as a corporate shareholder to prevent me from opening an LLC soley for myself.
Hi Joseph, you’re very welcome. In general terms, no. An owner/officer in a Corporation can also form an LLC. However, if there is something baked into the Corporation’s Bylaws (or there’s another agreement in place), then there could be issues. An example would be a non-compete clause which restricts shareholders from engaging in ventures that would compete with the company’s business. Hope that helps.
Hi Matt. First off thanks for creating the llc university…it has provided me with great info in the process of starting a llc. Im starting a business with a friend and have decided on a multi member llc with a 50/50 partnership. My friend who is and integral part of the business has a couple of years of unfiled/unpaid taxes that hasnt been taken care of yet…is this something that could deny our application for the llc…does his tax situation have to be handled first before the llc is formed or since we still basically file as individuals can that be handled separate? If so is there any recommendations you can offer me or alternative applications i can look into. also, are there any other reasons an application can be denied?
Hi Kyle, you’re very welcome. No, that doesn’t impact the formation of your LLC. The most common reason LLCs are rejected is for name issues. Hope that helps.
Trying to form multi-member LLC in MA. Where do I specify members list? Is it only in Operating agreement OR in Certificate of Organization at state OR both?
I am thinking of adding a few people when forming LLC (Certificate of Organization) and all members in Operating Agreement.
Are there any limitations on the number of investors an LLC can have? If over a certain amount are there additional SEC filings that need to be made?
Hey JP, we’re not sure on this. We recommend having a conversation with an attorney to dive into the details. Thank you.
Hi! are there any restrictions against members of a family sharing the same last name forming a multi member LLC?
Hi Andria, no, there are not restrictions to this. You could have an LLC with 1,000 Members, all sharing the same last name… if such a thing were possible ;) Hope that helps!
Where do you declare living trust as a member of LLC?
If an LLC is formed by 2 married couples in a common law state, should each person be listed as a member, or can each couple be listed as a member? For example, couple 1 owns 60% and couple 2 owns 40%, should it be 60/40, or 30/30/20/20.
Hi Greg, this is a great question. Although, we’ve written about qualified joint venture LLCs before, I’m not 100% sure what the proper answer is. I believe it’s 60/40, but please ask an accountant. Curious to hear what you come up with, so feel free to keep us posted (and we’ll add it to our lesson for future readers). Thanks :)
If I own a LLC company and is a single member can I add my brother on to it or do I have to form a different company as a owner
You can add an LLC Member, but it’s usually easier to form a new LLC. Adding a Member to an LLC requires drafting a Resolution of LLC Members (just you) agreeing to adding the new Member and to filing an Amendment with the state. Then you file the Amendment with the state. Then you amend your Operating Agreement. Then you notify the IRS regarding the change in tax classification (LLC taxed as Sole Proprietorship will now be LLC taxed as Partnership). Then your accountant should file a partial year as Sole Proprietorship and the rest of the year as Partnership. As you can see, sometimes it’s easier to form a new LLC. Both are options though. Hope that helps.
Are there restrictions on “advertising” to increase the number of individuals who are members of the LLC? Can shares of the LLC be bought to become members if an existing LLC has value and people want to buy in to the success of the LLC?
Hi Jim, this isn’t our area of expertise, so you’ll need to consult elsewhere, however, yes, we believe there are restrictions to both advertising and offering parts of the business for sale. Thanks for your understanding and best wishes.
Can I put myself (owner) as the member?
Can you explain if you are a single member are we being taxed twice?
Your thoughts on INC vs LLC?
Hey Chandra, welcome! If you’re the owner of the LLC, then certainly… LLC owners and LLC Members are the same thing :) Nope… as a Single-Member LLC you’re not taxed twice. We actually wrote about that here: how LLCs are taxed and what is a Single-Member LLC. Also, check out LLC vs Corporation. Hope that helps!
If I own a LLC in Denver Colorado where I live and my relative wants to start a LLC in Texas where he live and I want my LLC to be part owner of his LLC in Texas, do I have to register the new LLC that we form together as a Foreign LLC?
Hi Timothy, I believe no, but please double-check this by calling a few lawyers in Texas. It comes down to “is your Colorado LLC doing business in Texas”. I think no, but again, please double-check with someone more familiar with Texas. Thanks for your understanding.
Thanks For the quick response and I love your work keep it up.
Thanks Timothy! Will do!
Can I own an LLC if I am disabled
Hi William, I’m going to assume that you are receiving disability benefits from the SSA. So while the act of forming an LLC per se does not automatically cause you to lose your disability benefits, the act of becoming self-employed (which happens immediately upon the LLC being approved) will require you to notify the SSA of your self-employment. To quote SSA Publication 05-10153: “You should tell us if you take a job or become self-employed, no matter how little you earn. Please let us know how many hours you expect to work, and when your work starts or stops. If you still have a qualifying disability, you’ll be eligible for a trial work period, and you can continue receiving benefits for up to nine months.”
The risk here is that by putting the SSA on notice of your self-employment, you may trigger a review of your medical condition. Additionally, you must be unable to engage in Substantial Gainful Activity (SGA).
In terms of financial SGA, as of 2018, that amount is $1,970 per month for blind individuals and $1,180 per month for non-blind individuals. For more details, please read Determinations of Substantial Gainful Activity. Furthermore, if you read Section 404.1575 paragraph (a)(2) of the Code of Federal Regulations (see “General rules for evaluating your work activity if you are self-employed”), even if you don’t go over the monthly financial numbers, the SSA may still find you engaging in Substantial Gainful Activity if “… your work activity, in terms of factors such as hours, skills, energy output, efficiency, duties, and responsibilities, is comparable to that of unimpaired individuals in your community who are in the same or similar businesses…”
So in conclusion, while the act of forming an LLC does not automatically cause you to lose your Social Security disability benefits, it may lead to such loss of benefits if you are found to be engaging in Substantial Gainful Activity.
In addition, the information above is not all-inclusive and there are most likely additional details that need to be considered that are specific to your situation. If you go down this road and decide to form an LLC, we strongly recommend that you work with a Social Security Disability lawyer to review your proposed business. Most importantly, you should always notify the SSA of any changes. Hope that helps!