Capital Accounts LLC (Everything You Need To Know)

Delina Chantel Yasmeh
Published by Delina Chantel Yasmeh | Author
Last updated: June 20, 2024
We meticulously research and verify the information presented in our articles. By consulting reliable sources and ensuring factual accuracy, we are committed to providing readers with well-informed, trustworthy content.

Capital accounts reflect the current financial stake of LLC owners of members and fluctuate over time as the LLC progresses.

As an experienced LLC professional, I conducted extensive research and spent countless hours analyzing LLC capital accounts.

I’ve compiled this extensive guide to provide you with all the essential information you need.

Quick Summary

  • The capital account is a record of each member's financial stake in the LLC.
  • To create a capital account, you need to choose a business name, register the LLC, draft an operating agreement, and obtain the necessary licenses and permits.
  • According to the US Small Business Administration, there are 33.3 million small businesses in the United States, accounting for 99.9% of all US businesses, highlighting the significant role that well-managed capital accounts play in the backbone of the American economy.
  • In my opinion, diligent management of capital accounts is the cornerstone of financial transparency and trust among LLC members.

What Is a Capital Account?

Writing capital account for an LLC

A capital account is a record of the following for each LLC member:

  • The original capital contributions to the LLC
  • Any additional capital contributed by that member
  • Any allocations of income or loss
  • National credit bureaus

In other words, they are individual accounts for each investor in a limited liability company that keeps track of the initial members' deposits to the LLC's capital and any additional contributions.

Increasing the initial capital account balance is as simple as:

  • Increasing Initial investment
  • Additional capital contributions
  • Share of profits

To decrease the capital account balance, consider the following:

  • Sharing the percentage of losses made by members
  • Personal Withdrawals

Steps to Create A Capital Account LLC

From my experience managing several LLCs, capital accounts are created through initial investments made by owners or shareholders and subsequent contributions or withdrawals.

You can create a capital account LLC by following these steps:

1. Choosing a Business Name

Choose an LLC name that accurately reflects the nature of the business and complies with the state's legal requirements where you’ll create the LLC.

I recommend conducting a thorough search to ensure the chosen name is unique and available.

2. Registering the LLC

In this step, you will file the necessary formation documents, such as LLC Articles of Organization, along with the required fees.

Each state has its specific requirements and procedures for LLC formation. Therefore, complying with the state's regulations where the LLC is being formed is crucial.

3. Drafting the Operating Agreement

An LLC Operating Agreement is a crucial document that outlines the:

  1. Ownership structure
  2. Roles and responsibilities of members
  3. Decision-making processes and other important provisions of the LLC

While not all states legally require an Operating Agreement, I recommend drafting one to establish clear guidelines and prevent potential disputes among members in the future.

4. Appointing Members and Managers

A Capital Account comprises members who contribute capital to the business and managers overseeing its operations.

For our LLC, we appointed members and managers as outlined in the Operating Agreement.

LLC Members have ownership interests in the LLC, while LLC managers may be members or external individuals appointed to handle day-to-day business affairs.

5. Obtaining Necessary Licenses and Permits

Depending on the nature of the business and its location, you may require certain licenses and permits to operate Capital Accounts.

These licenses and permits vary by industry, location, and applicable regulations.

I recommend researching and obtaining all the necessary licenses and permits to comply with legal requirements and avoid potential penalties or disruptions to the business.

Tax Considerations for Capital Accounts LLCs

Capital accounts play a major role in how LLCs account for profits and losses.

Each member should prepare Form D-401, Capital Account Adjustment, yearly [1].

For our company, we filed this form with the LLC's tax return and it reflected all of the capital accounts activity for each member during that year.

We also ensured that any profits or losses corresponded to those reported on this form.

1. Tax Identification Number (EIN)

You must obtain an EIN from the Internal Revenue Service (IRS) to establish the LLC's tax identity [2].

The LLC will use the EIN for various tax-related purposes, including filing tax returns and opening an LLC business bank account.

2. Federal and State Taxes

Capital Accounts LLCs generally enjoy pass-through taxation.

The profits and losses of the LLC "pass-through" to the individual members' personal tax returns.

8 Things You Need To Know About Capital Accounts

Two LLC owners working on their capital accounts LLC

The simplest way for a company to stay organized is to maintain capital accounts for each member.

You also need to know other things about these accounts.

1. Allocations

The LLC must allocate tax items to capital accounts based on contribution size and a fair market value.

The owner's capital account adjustments can serve to account for any changes in ownership, allocation, or distribution of profits and losses during operations.

For a business owner to withdraw from an LLC, he must have approval from all other members. If they are not approved, it results in a withdrawal of funds and will result in the member not having a capital account.

2. Initial Balance In Capital Accounts

The initial balance of any capital account is the amount contributed by an owner at the formation.

The initial contribution does not have to be in cash, but it should only be other property that has value.

If an LLC receives an inheritance or gift from a member, then that should be credited as additional contributions to the LLC.

3. Contributions

Every contribution made by a member to an LLC is considered an LLC capital contribution that will be allocated as part of the original balance.

Additional contributions must also be made when members contribute property, services, or money over their initial capital account.

4. Capital Accounts And Income Taxation

In general, capital gains and losses are allocated to individual members according to their percentage of ownership.

Capital gains and losses are allocated according to the "capital account," plus or minus any allocations made by its owner's agreements (e.g., buy-sell agreement).

5. Keeping Track Of Capital Accounts

There are many ways to keep track of capital accounts, including:

Journals – These journals serve as a record of transactions that affect capital accounts.

Each transaction should be recorded in journal entries corresponding to the member's account for tax purposes.

Form D-401, Capital Account Adjustment – This form is filed with the LLC's tax return and reflects all the capital accounts activity for each member during that year.

Balance Sheet – The balance sheet will list the company's assets, liabilities, and owner equity on one report. This can also be used to determine individual capital account balances by a member.

6. Profits And Losses

Once profits and losses are allocated according to the capital account, LLC members only need to track their personal allocations.

This careful tracking is essential, as mismanagement can lead to financial difficulties; CB Insights found that 38% of startups fail because they ran out of money and were unable to raise more capital [3].

Any profit or loss assigned will be included on each member's respective Schedule E for tax purposes.

When an allocation of net income is based on a percentage of ownership, it may be necessary to use the "capital account" plus or minus any allocations made following its owner's agreements (e.g., buy-sell agreement) to determine the final allocation.

7. Liquidating Distribution

In a liquidating distribution, LLC members must receive their proportionate share of the LLC's assets.

As the LLC distributes the assets to its members, each member must get his or her appropriate share that reflects the amount contributed.

"If any member owes more money to the company, they will have a negative capital account and, therefore, need to repay the LLC."

-Jon Morgan, Co-Editor & Co-Founder of Venture Smarter

8. Member Capital Accounts

Decreases to a member's capital account consist of the repayment of distributions previously made.

If an individual decides to withdraw funds from an owner's LLC capital account, it is normally treated as either a taxable or capital transaction depending on how the LLC has been set up, such as:

Taxable Amounts – These types of withdrawals will be taxed at ordinary income tax rates. The amount paid by the member should consider any taxes the LLC has already paid but not yet distributed to them.

Capital Gain or Loss – When an LLC's operating agreement allocates net income or loss to members per their ownership interest, a withdrawal will be treated as a capital asset sale and taxed at rates applicable to long-term gains and losses.

Related Articles:


How Much Should Members Contribute to Capital Accounts?

Members' contributions to capital should reflect the amount of money each member is expected to contribute.

Contributions vary based on ownership percentages, partnership agreements, and business needs. It is important to consult legal and financial professionals to determine the appropriate contribution amounts that align with the specific requirements and objectives of the business.

Can You Have Negative Balances in Capital Accounts?

Yes, you can have a negative balance in capital accounts due to an increase in the member's basis. This would have the effect of increasing their share of net income.



About The Author

Delina Chantel Yasmeh, J.D./Tax LL.M, specializes in Mergers and Acquisitions at Deloitte and PwC, managing billion-dollar transactions. Educated in Accountancy at California State University and holding advanced degrees from Loyola Law School, she is highly skilled in tax law. Delina also dedicates time to pro bono work for women and children.
Learn more about our editorial policy
Growth & Transition Advisor
LJ Viveros has 40 years of experience in founding and scaling businesses, including a significant sale to Logitech. He has led Market Solutions LLC since 1999, focusing on strategic transitions for global brands. A graduate of Saint Mary’s College in Communications, LJ is also a distinguished Matsushita Executive alumnus.
Learn more about our editorial policy

You May Also Like

2 thoughts on “Capital Accounts LLC (Everything You Need To Know)

  1. How are capital accounts segregated in a series LLC? Can the parent LLC raise the capital and then allocated the $$$ and the investor to the specific sub-series LLC and have their capital account held there OR does the investor need to place their $$$ directly into the sub series llc–?

    1. In a series LLC, each series can have segregated capital accounts. The parent LLC can raise capital and allocate funds and investors to specific sub-series, where their capital accounts would then be maintained. Investors do not need to place their money directly into the sub-series LLC; the parent LLC can handle the allocations.

Leave a Reply

Your email address will not be published. Required fields are marked *