nterprize
01-28-2009, 03:06 AM
I know theres plenty of sites out there that talk about choosing a LLC or S-corp ..
I want to hear what you guys think..
btw am starting the company with 2 other partners..
Orien
01-28-2009, 03:21 AM
What state are you forming your business in?
MichelleH
01-28-2009, 03:30 AM
Here is what I learned in the midst of my CPA classes:
If you’re a sole proprietor making profits equal to what’s a reasonable salary for someone who does your job (or less) and you want liability protection, you should usually set up a single-member limited liability company. You’ll keep your accounting and taxes very simple because for tax purposes, you’ll still be a sole proprietor. However you’ll get a degree of liability protection.
If you’re a sole proprietor making proceeds in excess of what’s a reasonable salary, you should probably set up an S corporation. Your accounting and taxes will become more intricate, but you’ll probably save thousands of dollars in self-employment taxes. One obstacle here: There are actually two routes to becoming an S corporation. You can incorporate as a regular corporation and then make a special election asking for S corporation status. Otherwise you can set up a single-member limited liability company and make the "S" election.
Partnerships and groups of investors will usually want to set up a limited liability company, or an S corporation, or a C corporation. While none of these options is terribly tricky, choosing the optimal entity in these cases is tricky. You want to get able tax planning help in order to pick the best business form and achieve that business form.
If you consult with your attorney for an explanation of the legal reasons for either setting up a corporation or a limited liability company, ask about the difference between tort liability (which is the sort of liability you have if you accidentally drop a hammer on someone’s head) and non-tort liability (which is the liability you have to creditors if your business gets into trouble). A corporation or limited liability company will not shield the owner against liability for his or her own tort actions. It’s also very possible again; ask your attorney about this that a corporation or limited liability company will not shield the owner against liability for tort actions on the part of employees.
Many situations exist where a business creditor can look beyond the assets of the corporation and to the managers and owners of the business for repayment. But when you incorporate your business, you always get additional liability protection over business forms such as a sole proprietorship or a general partnership. S Corporations do not pay any income taxes. Instead, the corporation's income or losses are divided among and passed through to its shareholders. The shareholders must then report the income or loss on their own individual income tax returns.
I would really suggest you talk to an attorney about this. Some states have different laws about S Corporations too. Contact an attorney and maybe even an accountant to see what is best for you. No one knows your business plan but you.
nterprize
01-28-2009, 03:35 AM
Well its going to be 3 of us starting the company and it will be in NEW YORK
cywkevin
01-28-2009, 04:22 AM
Of course many people blindly assume they get liability protection and then sign a personal guarantee on their business loans which most banks will require anyway and poof there goes your liability protection.
magnafix
01-28-2009, 12:01 PM
We started as LLC and then switched to S-Corp after two years on advice of our accountant.
Whatever you do -- make sure you have an agreement in place, in writing, to handle how ownership will be valued and the separation conducted when one of you wants out (or two of you want the third out). Do it now while everyone is friendly.
Mike - Limestone
01-29-2009, 12:22 AM
As it is three of you, I would definitely see an attorney to make sure the proper selection(s) are made. I would worry if anything went sour in the future.
-mike
Paul-SimplisticHost
01-29-2009, 01:06 AM
S-Corp's are only good if you are paying yourself a big salary.
If you aren't making much just yet. Your probably better off with a LLC for now.
magnafix
01-29-2009, 08:33 AM
S-Corp's are only good if you are paying yourself a big salary.
Or any salary. :)
With S-Corp you run payroll, withholding taxes and so forth. Our accountant advised us to switch to S-Corp when we started hiring full-time in-office employees.
With LLC you just split the cash (equally, unless your LLC docs specify otherwise) when it's available via a member distribution.
nterprize
01-29-2009, 02:14 PM
Well am starting to find out that an S-corp has an advantage when it comes to "Taxation"
But with a LLC you can choose whether to be taxed as a corporation or as a partnership, which is called "Check the Box Taxation"...
So you can be a LLC and get taxed as S-corp..