Making Your Band into a Brand: Does Your Band Need an LLC?
While it’s not strictly necessary, an LLC can help your band. Whether you’re rocking out with your audience in a packed concert or recording a new song in a quiet studio, there are certain risks and responsibilities your band may encounter. An LLC can help to limit those risks and protect the interests of your band and its members.
What is an LLC?
A Limited Liability Company (LLC) is a company that can be essentially anything you want. Once established, the LLC can operate as a full legal entity separate from any members, owners, and employees. You can think of it like a person. In much the same way that you are a legal person when you’re born and given a social security number, an LLC becomes a legal “person” when it’s made.
What does this mean for your band?
As a legal entity, an LLC can do everything a person can do: make contracts, own intellectual property, sue and be sued. All of these can be helpful benefits for your band.
Contracts
With the ability to make contracts under its name, the LLC will be the party responsible for executing the contract. You may sign the contract under the authority of the LLC, but you will not be personally responsible. This means if you cannot pay or otherwise perform under the contract, the LLC is responsible instead of you. Others may sue the LLC for breach of contract. Even if they sue the LLC and take all of its property, they can’t come after your personal property. Only in very rare and egregious circumstances will they pierce through the LLC to reach you.
Intellectual Property
LLCs can also help to keep your intellectual property organized. You can set it up so that the LLC (and not the individual members) owns all the copyrights to your music. This will make it easier to share profits and reduce friction between band members over who owns the copyright and who receives the royalties.
Dissolving the LLC
If your band ever breaks up, you can dissolve the LLC. The law provides automatic and simple processes for the dissolution of an LLC and the distribution of any remaining assets. This can help you avoid conflicts between band members.
Other Benefits to LLCs
Clarifying Expectations
Like we said before, an LLC can be essentially anything you want it to be. You create it by filing articles of organization and creating a legal contract called an operating agreement. You can do whatever you want within this operating agreement. One benefit is that you can assign individual band members, managers, agents, and other people specified roles, responsibilities, and benefits. This can help to clarify expectations and let everyone know what to do. And, in the event that someone can’t or won’t live up to those expectations, the operating agreement can provide a remedy for you.
Fiduciary Duties
LLCs create what lawyers call “fiduciary duties.” Fiduciary duties exist between the members of the LLC, and between the members as a whole and their employees, managers, and officers. This means that everyone must act with:
- A duty of loyalty—They will not exploit the LLC and its members for personal benefit or for the benefit of a third party.
- A duty of care—They must do their best in good faith to advance the interests of the LLC as a whole.
Let’s say a manager becomes a member and starts to exploit the LLC for the record label’s interest. That person has breached their fiduciary duty and can be sued and expelled from the LLC. They must then return any assets they took and provide compensation for any damage they have done.
Better Credit Options
Because LLCs can form contracts, they can have credit scores. This can be helpful, especially if your own credit score is not so good. If you wanted to, say, lease equipment, you may not be able to do so under your own name. The LLC can have better credit than you or any of the other band members. Many businesses actually prefer to give financing to business entities rather than individuals.
Tax Benefits
Finally, there are tax benefits for LLCs. As a business, you can “write off” the costs of doing business, the depreciation of instruments and other equipment, and possibly even the costs of promoting and advertising yourself (though this may vary). You would not be able to do this as an individual when filing your taxes, unless you can honestly claim you’re fully self-employed as a member of the band.
Also, the LLC—just like a person—pays its own taxes. If the LLC makes money, it pays corporate taxes. You only pay whatever income comes through the LLC to you as part of your income taxes. This means you can “hold” money within the LLC and wait to distribute it to yourselves until the right time (like when taxes are lower).
Call Cornerstone Law Firm for help.
As you can see, there are lots of great benefits to forming an LLC for your band. If you’d like to set up an LLC, call Cornerstone Law Firm. Our attorneys have experience with drafting operating agreements and other organizational documents for lots of LLCs. We can help with yours too. Give us a call today to set up a consultation!
