Yes, an accountancy firm can indeed be a Limited Liability Partnership (LLP) in the State of California.

This article aims to explore the various aspects, benefits, and potential challenges of establishing and running accounting firms as LLPs in California. We will delve into the legal requirements, the process of setting up a California LLP as a legal entity, and how it impacts the licensed CPA partners involved.

If you are considering making your accounting practice a California Limited Liability Partnership, or are simply curious about the business entities available for accounting firms, and other licensed professionals, this article is for you.

What is a Limited Liability Partnership (LLP)?

A California Limited Liability Partnership, commonly referred to as an LLP, is a type of business entity for licensed professionals to provide professional services under California law that offers its partners limited personal liability. This means that partners of an accounting firm are not personally responsible for the debts and liabilities of the business beyond their investment in the limited liability partnership.

In California Limited Liability Partnerships, each partner is also protected from the actions of other partners. So, if one partner commits a negligent act, the other partners will not be held liable. This setup is particularly beneficial in accountancy firms where malpractice suits can pose significant risks.

In essence, a California LLP combines elements of both partnerships and corporations, offering the flexibility of a partnership in terms of management structure and allocations of profit and loss while also providing the liability protection typically associated with corporations.

Benefits of an LLP for Accountancy Firms in California

There are several benefits to setting up an accountancy firm as an LLP in California.

Liability Protection Offered by a California LLP

The limited liability protection offered by a California LLP can help protect the personal assets of accounting firm partners from business debts, liabilities, obligations, and legal judgments against the California accounting firm. This can be especially beneficial in the event of any malpractice claims or lawsuits against the California accountancy firm.

Flexibility Offered by a California LLP

A California LLP allows for flexibility in terms of management and decision-making, as California accounting firm partners can choose how they want to run the business and distribute profits.

Avoiding Double Taxation with a California LLP

A California LLP is not subject to double taxation like a corporation, as profits are only taxed once at the individual level.

Challenges of Running an LLP in California

While there are many advantages to establishing an LLP in California, there are also some challenges to consider.

Security Requirement for Accountancy Firms using a California LLP

One important aspect to consider when running an accountancy firm as a California LLP is the mandatory security requirement.

The security requirement for a California LLP is essentially a form of insurance coverage or similar guarantee to protect against legal judgments stemming from claims of negligence, malpractice, or wrongful acts by any of the partners or employees of the California LLP.

The California Corporations Code Section 16956(a)(1)(A) stipulates that each LLP must maintain security of at least $1 million if the California LLP has up to five licensed CPAs rendering professional services on behalf of the LLP in California. For California LLPs with more than five licensees, the required security increases by $100,000 for each additional licensee up to a maximum requirement of $5 million. This security can take the form of a deposit in trust or bank escrow of cash or securities, a bank letter of credit, or a surety bond. Alternatively, it can be in the form of a liability insurance policy.

This requirement seeks to ensure that, despite the limited personal liability protection afforded to partners in a California LLP, clients and other entities who may be financially affected by the accounting business still have a degree of protection against potential losses.

Self-Employment Taxes for Accountancy Firm Partners of an LLP in California

As discussed more fully in the taxation section, below, California accountancy firm partners may face higher taxes as self-employment tax is applied to their share of the profits. There may also be limitations on expanding the accounting business, as some states do not recognize LLPs for certain professional services or restrict ownership to only certain individuals.

Complexity of Formation and Limited Liability Partnership Agreement

Creating an LLP in California involves a more intricate process than forming a professional corporation, such as a California Professional Accountancy Corporation. It requires drafting and filing an Application to Register a Limited Liability Partnership with the California Secretary of State and the drafting of a detailed written agreement, the limited liability partnership agreement. A limited liability partnership agreement should outline the roles, responsibilities, and profit sharing of each partner, among other fundamental aspects of the business operation.

How is an LLP Taxed?

In this section, we will delve into the tax obligations that come with establishing a Limited Liability Partnership in California. Understanding how a California LLP is taxed is crucial for partners as it directly impacts the financial aspect of the business.

How is a California LLP Taxed Under Federal Law?

Federal Income Taxation of California LLP

Under federal law, a California LLP is considered a pass-through entity. This means the income of the California LLP is passed through to the individual partners, and they report their share of the income, deductions, gains, losses, and credits on their personal income tax returns. The California LLP itself does not pay federal income tax.

While a California LLP does not pay income tax directly at the federal level, it must file an annual information return to report income, deductions, gains and losses. This is done using Form 1065, U.S. Return of Partnership Income. After completing this form, the California LLP provides Schedule K-1 to each partner. This form outlines the share of California LLP profits and losses attributable to each partner, which each partner must then report on their personal income tax returns (Form 1040), paying taxes on the net profit of the California LLP.

Self-Employment Tax of California LLP

As for self-employment taxes, accounting firm partners in a California LLP are considered self-employed and must pay self-employment tax, which includes Social Security and Medicare taxes. The self-employment tax rate at the time of this writing is 15.3%. The self-employment tax is calculated on the share of the net earnings from self-employment attributable to each partner subject to statutory limits that usually increase annually.

How is a California LLP Taxed Under California Law?

California Income Taxation of California LLP

Under California law, a California LLP is still considered a pass-through entity, much like it is under federal law. This means that the California LLP itself does not pay income tax. Instead, the individual partners are responsible for reporting their share of the income and deductions of the California LLP on their personal income tax returns and paying taxes on the net income of the California LLP.

California Franchise Taxation of California LLP

On the state level, the California Franchise Tax Board imposes a franchise tax on California LLPs. While the income of the California LLP is still passed through to the individual partners who pay income tax on their share, the California LLP itself is subject to an $800 minimum franchise tax. This is due for each taxable year, even if the California LLP does not conduct any business activities, does not have any income, or operates at a loss.

Balancing the Flexibility of a California LLP Without Employment Tax Liability

There is a strategy that accountancy firm partners can employ to enjoy the liability protection and flexibility of a California LLP without bearing the burden of self-employment tax. This can be achieved using a California Professional Accountancy Corporation for each partner in the LLP.

In this arrangement, the professional corporations, rather than individuals, are partners in the California LLP. The California LLP pays the professional corporations (partners) for their services. The professional corporations then pay salaries to the individual licensed CPAs, and these salaries are subject to normal employment taxes. Any profit left in the professional corporation after payment of reasonable salaries can be distributed to the licensed CPA shareholders, potentially allowing for savings on self-employment taxes.

This arrangement marries the benefits of the LLP structure with the tax advantages of a professional corporation, potentially providing significant tax savings and financial flexibility for accounting firm partners.

Starting an Accounting Firm as a California LLP

Navigating the complexities of forming and managing a California Limited Liability Partnership, especially when considering the integration of California Professional Accountancy Corporations for tax advantages, can be a daunting task. Therefore, it is strongly recommended to seek professional legal guidance from an experienced corporate lawyer.

The corporate attorneys at San Diego Corporate Law are readily available to assist with the planning and formation of your LLP, ensuring a smooth, hassle-free process. We can guide you through every step, helping you leverage the flexibility of a California LLP and mitigate self-employment tax liability by strategically incorporating California Professional Accountancy Corporations as partners. Contact San Diego Corporate Law today and let us help you optimize your legal structure for maximum benefits.