Perhaps the question that I get asked the most is, “If a LLC gives me liability protection and pass through taxation, why would I want to form a corporation?”
If you’re in California or plan on forming a business in California, please schedule a free consultation. We will discuss the best entity choice for your business.
A LLC is a good choice for almost every small business. It provides you with liability protection and pass through taxation. There are exceptions. If you are a professional (i.e. doctor, lawyer, accountant, etc.) your state such as California may prohibit forming a LLC. You may have to form a limited liability partnership or a corporation.
However, an LLC is not the best entity choice if you want investors or would like to go public.
Equity in a Corporation
In a corporation, you can offer shares in your company in exchange for money or services. The owner of the shares holds an interest in the company. This is equity. Shares (subject to securities laws) are bought and sold easier than buying and selling a membership interest in an LLC. An investor wants a return on their investment. The benefit is that the investor is generally not liable for the debts of the corporation beyond the amount that they have invested. In other words, if an investor gives you $1,000 in exchange for 1,000 shares, the only amount they can lose is the $1,000.
One of the downsides to a corporation is the shareholders and the corporation are both taxed. This means that a corporation that only has a few shareholders and is run by the shareholders would pay taxes twice. Once on the net income of the corporation and once on the gains from their shares. The alienability of the shares and the limited liability of the shareholders comes at a price.
Another downside which I will not discuss at length in this post is that to keep the limited liability of the shareholders, the company must keep their corporate formalities. If formalities are not maintained, then it is easier for a judge to pierce the corporate veil and access the shareholders’ personal assets.
The IRS allows a small company to be taxed as a partnership (i.e. pass-through taxation). This is an S-corporation or S-corp for short. A corporation has to meet and maintain some fairly difficult requirements to qualify. However, it allows them to have the benefits of a corporation without the burdens of double taxation.
In other words, people who are looking to begin their business as a corporation are able to start with the benefits of pass-through taxation. This allows them to grow. However, once the company has grown sufficiently then they will no longer qualify for s-corporation status. The company is taxed on their net income and the shareholders are taxed on their capital gains.
Final Thoughts on Choosing a Corporation Over an LLC
Choosing the right entity is crucial if done haphazardly or without a goal in mind, it can cost you significantly. You will spend more money and waste time adjusting the entity. It can be done, but it means focusing on fixing it and not running it. That time is better spent growing your business.
If you would like to discuss the right entity for your business please schedule an appointment. We would be happy to help you decide the right business entity for your goals.
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