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Company Formation Home Page  >>  Starting and Operating a Business >>  Corporations Vs. Other Forms Of Business

CODDAN - INCORPORATION & LEGAL STRUCTURES. CHOOSING A LEGAL STRUCTURE. WHICH LEGAL STRUCTURE TO CHOOSE? FORMS OF BUSINESS ORGANIZATIONS. CORPORATIONS VS. OTHER FORMS OF BUSINESS

In what legal form will you do business? Corporations are the most common example of a business structure. Large, publicly traded companies are corporations. Many people just start doing business and file a Schedule C with their personal 1040 income tax return for tax reporting purposes. By doing this you are considered a "sole proprietor." An individual starting a business is by default a sole proprietor unless some other business structure is chosen. You and your business are considered one and the same. Every business needs to take a legal form. If you don't make a choice, a one-person business is, by default, a sole proprietorship. But there are other choices - a partnership, an LLC and corporation. S corporations and LLCs possess similarities: They offer their owners limited liability protection and are both pass-through tax entities. Pass-through taxation allows the income or loss generated by the business to be reflected on the personal income tax return of the owners. This special tax status eliminates any possibility of double taxation for S corporations and LLCs. That's where the similarities end. The ownership of an S corporation is restricted to no more than 75 shareholders, whereas an LLC can have an unlimited number of members (owners). And while an S corporation can't have non-U.S. citizens as shareholders, an LLC can.

In addition, S corporations cannot be owned by C corporations, other S corporations, many trusts, LLCs or partnerships. LLCs are not subject to these restrictions. LLCs are also more flexible in distributing profits than S corporations, wherein the corporation can only have one class of stock and your percentage of ownership determines the percentage of pass-through income. On the other hand, an LLC can have many different classes of interest, and the percentage of pass-through income is not tied to ownership percentage. The pass-through percentage can be set by agreement of the members in the LLC's operating agreement. S corporations aren't without their advantages, however. One person can form an S corporation, while in a few states at least two people are required to form an LLC. Existence is perpetual for S corporations. Conversely, LLCs typically have limited life spans. A few states require LLCs to list dissolution dates in their articles of organization, and certain events such as the withdrawal or death of a member can cause LLCs to automatically dissolve. The stock of S corporations is freely transferable, while the interest (ownership) of LLCs is not. This free transferability of interest means the shareholders of S corporations are able to sell their interest without obtaining the approval of the other shareholders. In contrast, member of LLCs would need the approval of the other members in order to sell their interest. Lastly, S corporations may be advantageous in terms of self-employment taxes in comparison to LLCs.
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So what is the difference between an S corporation and an LLC? And which structure is right for you? The answer depends on your own unique situation. If operational ease and flexibility are important to you, an LLC is a good choice. If you are looking to save on employment tax and your situation warrants it, an S corporation could work for you. Non-US residents can be owners of a C Corporation while an S Corporation may not have non-US residents as shareholders. Corporations cannot be owned by C Corporations, other S Corporations, many trusts, LLCs, or partnerships. C corporations are not subject to these restrictions. Don't know which type of Entity to form? Call one of our specialists for a FREE CONSULTATION today! Call 0-207-060-0382 or you can chat with one of our reps live online.
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A major factor that differentiates an S corporation from an LLC is the employment tax that is paid on earnings. The owner of an LLC is considered to be self-employed and, as such, must pay a “self-employment tax” which goes toward Social Security and Medicare. The entire net income of the business is subject to this tax at a rate of 15.3%. In an S corporation, only the salary paid to the employee-owner is subject to employment tax. The remaining income that is paid as a distribution is not subject to employment tax under IRS rules. Therefore, there is the potential to realize substantial employment tax savings.

Each form has its own costs and legal and tax implications. Corporations enjoy many advantages over business partnerships and sole proprietorship. But there are also disadvantages. Stockholders are not liable for corporate debts. This is the most important advantage of a corporation. In a sole proprietorship and partnership, the owners are personally liable for the debts of the business. If the assets of the sole proprietorship or partnership cannot satisfy the debt, creditors can go after each owner's personal assets. to make up the difference. On the other hand, if a corporation runs out of funds, its owners are usually not responsible.

A new business can form a C corporation or an S corporation. According to some press reports, the number of S corporations that are sprouting is actually surpassing the formation of C corporations in part because of the advantages inherent with S corporations. Most businesses just starting out will opt for the S classification. Unlike LLCs, both S corporations and C corporations can go public. For that reason, venture capital companies prefer to work with corporations rather than with LLCs. S corporations, like LLCs, don't suffer from double taxation. C corporations may face double taxation, but they can have incentive stock option plans. C corporations face double-taxation, but S corporations also have drawbacks. Their chief disadvantage is that the number of shareholders that an S corporation can have is capped at 35, according to Zabludowski. In addition, there are limitations on who can be a shareholder in an S corporation. S corporations can't have a corporation or a foreigner as a shareholder. Both S and C corporations require more ongoing paperwork than an LLC. They must file articles of incorporation, hold directors' and shareholders' meetings, keep corporate minutes and hold shareholder votes on major corporate decisions. You'll also need to check with federal and state trademark registries to determine whether the name you've chosen for your company is available. Business owners who are seeking to incorporate will also have to complete corporate bylaws, which outline when the annual shareholder meetings will be held, who can vote, how shareholders will be informed if there's a need to additional meetings, and so on. If you have questions please E-Mail or call us: Call FREE 0800 081 1510, Overseas Residents: +44 845 020 4269 or +44 20 7060 0382, Fax: +44 20 7681 3318 or USA Toll Free: 1 877 557 5939.
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Pros and Cons - Business Form and Management of the Business. Corporations vs. LLCs. This is a brief summary of a few of the differences between these two very popular forms of business:

All Corporations begin as "C Corporations", that is, an entity responsible for paying income tax as a separate taxable entity. A Corporation is an ideal vehicle for building-trade contractors, some service businesses, eating establishments, Internet supported businesses and other active business concerns. Keep in mind, there are special laws regulating the formation of Bank corporations, law corporations and other professional service firms. While a corporation offers excellent tax advantages, it must be managed carefully as it has a potential for double taxation, plus there are limits regarding earnings and profits which may be retained by the corporation. Your tax specialist may advise electing "S Corporation" status. An "S Corporation" is a pass through entity and is not responsible to pay taxes. Instead, the taxes are passed along to the shareholders on a schedule K-1, much like a partnership. "S Corporations" have some advantages, especially in the start-up years when the company is operating at a loss.
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In researching the various business structures, one inevitably comes across the S corporation. S corps and LLCs are similar in that they are both "pass-through" entities for tax purposes; the