Step 4: Operating Agreement & W-9

Corporate Constitution & Tax Forms


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Estimated Time: 30-60 Minutes

Create your LLC's operating rules and set up proper tax reporting to protect your assets and maintain legal compliance.

Operating Agreement

What it is: An operating agreement is your LLC's "constitution" - a legal document that outlines how your business operates, who owns what, how decisions are made, and what happens in various scenarios. It's your internal rulebook.

Why you need this: Without this document, courts can't tell the difference between you and your LLC, which breaks your corporate veil protection. It proves to investors, banks, and the IRS that your business is separate from you personally.

Corporate Veil Warning:
Without an operating agreement, if you get sued (from uncleared samples, etc.), courts will treat you and your LLC as the same entity. This breaks your limited liability protection and puts your personal assets at risk!
Key Benefits:
• Protects your personal assets from business lawsuits
• Required for bringing in investors
• Establishes asset protection for copyrights and equipment
• Proves business legitimacy to banks and institutions
• Defines what happens if LLC dissolves
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Key Decisions You'll Make:

LLC Primary Business Address?
Use your virtual address to maintain anonymity
What is the LLC's purpose?
Use your NAICS code description from Step 2, plus additional services
Who are the members?
Enter your name (and any partners if applicable)
Initial cash contribution?
Minimum to keep business open 3-12 months
Non-cash contributions?
Equipment, copyrights, time/effort, intellectual property
Will LLC appoint officers?
YES! This lets you make managers "officers" (not owners) and investors "members" (owners)
Fiscal year end?
December (for most musicians/labels)
Corporate tax treatment?
NO (unless you're advanced and elected S-Corp status)
Pro Tip - Manager vs Owner Strategy:
Make your artist managers "Officers" (not Members) so they can help run operations without owning your business. This keeps ownership separate from management and protects your equity when bringing in investors.
Cost: Free - $50 depending on service provider. This is worth every penny for asset protection!

W-9 Form (Tax Information)

What it is: A W-9 form provides your tax information to companies that pay you. It tells them what name and tax ID number to use when they send you a 1099 tax form at year-end.

Why you need this: Required by any company paying your LLC $600+ per year. Filled out incorrectly, it creates IRS red flags and tax problems. For single-member LLCs, you use your SSN (not your EIN) for specific tax reasons.

Tax Education for Single-Member LLCs:
By default, single-member LLCs are "disregarded entities" for tax purposes. This means:
• You still have liability protection for lawsuits
• For taxes, you and the LLC file together on your personal return
• You use your SSN on W-9s (not the EIN)
• Your business income goes on Schedule C (business) and Schedule E (royalties)
Common Mistake: Many people incorrectly use their EIN on W-9 forms. For single-member LLCs, you use your Social Security Number unless you've elected corporate tax treatment.
IRS W-9 Form & Instructions IRS Single-Member LLC Guide

How to Fill Out W-9 (Single-Member LLC)

Box 1 - Name: Your personal name
Box 2 - Business Name: Your LLC name
Box 3 - Tax Classification: Check "Individual/sole proprietor or single-member LLC"
Box 5 - Address: Your business address (virtual address)
Part I - Tax ID: Enter your Social Security Number (NOT your EIN)
Part II - Certification: Sign and date the form
Why SSN and not EIN?
For single-member LLCs, the IRS requires your SSN on W-9s because you're taxed as an individual. Your EIN is only for banking and state requirements. Using the wrong number creates IRS mismatches and problems.
Where Your Income Gets Reported:
Schedule C: Business income (merchandise, shows, services)
Schedule E: Royalty income (performance, mechanical, sync royalties)
• You'll pay self-employment tax on net earnings after business deductions

Step 4 Summary

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