Unlike most of the common business entities that exist today, the LLC has a fairly brief history in the United States. Entities such as partnerships, sole proprietorships and corporations have existed since the founding of the country. The LLC, however, has only existed in a recognizable form for roughly thirty-five years. What, then, led to the creation of this new entity? The single most important reason for the creation of the LLC was what has come to be known as “the tax-shield conundrum.”
The process of creating a tax-exempt organization is generally viewed as a difficult process and while the individual steps can be daunting and time consuming, the differences between beginning a corporation and beginning a tax-exempt corporation are largely similar. This article will discuss the chief differences that should be noted when starting a tax-exempt corporation as well as briefly address liability issues with unincorporated organizations and LLCs. The focus of this article is on Nebraska and corporations being formed under its laws, however, because tax-exemption is largely a creature of federal law much of the article is applicable to corporations formed in other states as well so long as care is given to address differences in state corporate law.