Annual Report and State Filing
We prepare and file your Dual Class LLC's annual report on time, every year, so your company stays active and in good standing.
Business Formation by a Licensed Law Firm
Form a Dual Class LLC With a Real Attorney
Form a Dual Class Limited Liability Company with a licensed attorney. Starting at $401.49, with state fees included in every state except Nevada.
Starting at $401.49 Filing Fees Included*
*State filing fees are included in every state except Nevada, where they are billed separately.
- 35+
- Years Practice
- 650K+
- Formed
- 4.9
The Basics
What Is a Dual Class Limited Liability Company?
A dual class LLC splits membership into classes so voting control and economic rights can be assigned differently. Founders or managers can keep decision-making authority while investors receive profit participation without taking the wheel.
This structure is useful for growth companies and family businesses that need capital or succession planning without giving up governance. The operating agreement draws hard lines between classes so control stays predictable as new members join.
Key benefits include:
Retain Control With Investors
Dual class membership lets founders or managers keep voting control while new capital joins for economics. You can raise money without handing over the operating decisions that built the business.
Separate Voting From Economics
Voting rights and profit rights can be split across classes, so an investor can share upside without gaining a veto on daily management. That precision is hard to recreate with a single generic membership class.
Capital Without Losing Control
The structure is especially useful when you need outside capital but the company still depends on founder judgment. Investors get a defined return path while control stays where execution lives.
Family Business Succession Tool
Families also use dual class designs for succession, letting the next generation receive economic interests while elders keep management authority during the transition. Class boundaries in the operating agreement make that arrangement enforceable.
Nationwide Coverage
Where Will You Form Your Dual Class LLC?
Type your state to compare filing costs, timelines, and ongoing requirements.
Real legal supportAttorney-handled documentsWe handle the filing for you
The Wall Between You and Your Business
How a Dual Class LLC Actually Protects You
A standard LLC gives all members equal voting rights by default. The moment you bring in a co owner or investor on those terms, you share governance authority equally regardless of who built the business, who manages the operations, or how much work each party actually does.
A Dual Class LLC changes that. A Dual Class LLC creates two legally distinct membership classes. The management class holds voting and governance authority. The economic class holds the right to profits and distributions without any say in how the business is run. Investors get their upside. You keep your control.
- Management class keeps voting and governance authority
- Economic class gets profits without operational control
- Operating Agreement makes class boundaries enforceable
- Liability protection still holds when properly formed
DUAL CLASS LLC TAX ADVANTAGES
The Tax Advantages Of Forming A Dual Class LLC
DEFAULT
Pass Through Taxation
Profit is taxed once, on your personal return. No company-level tax, and you decide how income is split among owners.
Avoids double taxation
MOST COMMON
OPTION 1
S-Corp Treatment
Pay yourself a reasonable salary and take the remainder as profit distributions, which are not subject to self-employment tax.
Lowers self-employment tax
OPTION 2
C-Corp Treatment
The company is taxed on its own income at the flat corporate rate. Best if you plan to raise capital or keep profit inside the business.
Retain earnings, attract investors
Included in Every Formation
What's Included on our Service Fee?
Your service fee covers the formal documents, certificates, and resolutions banks and government agencies actually ask for, not just a state filing receipt.
- State Filing
- Corporate or Company Seal
- Records Book
- Articles of Incorporation
- Company & Corporate Minutes
- Bylaws or LLC Regulations
- Stock or Membership Certificates
- Banking Resolution
- Preliminary Name Search
- EIN Filing Support
Annual Compliance, Handled
We Keep Your Dual Class LLC In Good Standing
We handle the annual filings, registered agent duties, and records your Dual Class LLC needs to stay in good standing. Nothing for you to track, file, or remember.
Registered Agent
We serve as your Dual Class LLC's registered agent at a physical address, receiving and forwarding official state mail so nothing important gets missed.
Governing Agreement and Records
We keep your Dual Class LLC's governing agreement and company records organized, current, and ready when you need them.
FAQ
Common Questions About Forming a Dual Class LLC
Still have questions? Talk to an attorney!
A Dual Class LLC is a limited liability company whose operating agreement creates two classes of membership interests: voting interests that control the company and nonvoting interests that carry economic rights only. Founders keep control while family members or investors hold value. Our attorneys at AmeriLawyer, a licensed law firm, draft the class structure into the operating agreement.
Voting members hold exclusive authority over management, distributions, admission of members, and sale of assets. Nonvoting members own a defined percentage of profits, losses, and capital but cast no votes. Both are true owners under the statute. Our attorneys define each class's rights with precision so no ambiguity survives into a dispute.
A standard LLC ties control to ownership percentage, so giving away equity means giving away votes. A Dual Class LLC severs that link, letting you transfer substantial economic value while retaining every decision. Our attorneys use the structure for estate planning, investor capital, and succession planning where the founder must remain in command.
It is one of the most effective wealth transfer structures in American estate planning. Parents gift nonvoting interests to heirs over time, and because those interests lack control and marketability, they may support valuation discounts that reduce the taxable estate. The parents keep every vote. Our attorneys coordinate the LLC with your estate plan and tax advisors.
Yes, and gifting is the structure's most common use. Each gift of nonvoting interests can use the annual gift tax exclusion, moving real value out of your estate year after year while you retain full management authority. Our attorneys prepare the assignments and membership ledger and work with your CPA on valuation and gift tax reporting.
Yes. Nonvoting members hold complete economic rights: distributions, allocations of profit and loss, and capital account value in proportion to their interests. The only right withheld is the vote. Our attorneys draft the distribution provisions so both classes are treated exactly as the statute and your intent require.
By default the IRS treats a multi member LLC as a partnership, so income passes through to the members' personal returns with no corporate level tax. Creating two classes does not change that default. Our attorneys structure the allocations so the tax result follows the economics, then coordinate the details with your accountant.
Frequently yes. Section 1361 of the Internal Revenue Code requires one class of stock but expressly tolerates differences in voting rights, so a Dual Class LLC whose classes differ only in voting power can generally elect S Corporation taxation. Our attorneys review the operating agreement so no provision inadvertently creates a second economic class and voids the election.