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C-Corporation

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A Corporation (also known as a “C-Corporation”) is a separate legal entity that can shield the owners from personal liability and company debts. As a separate entity, it can buy real estate, enter into contracts, sue, and be sued completely separately from its owners.

 

Also, money can be raised easier via the sale of stock; its ownership can be transferred via the transfer of stock; the duration of the corporation is perpetual (the business can continue regardless of ownership); and the tax advantages can be considerable (i.e. you are able to deduct many business expenses, healthcare programs, etc. that other legal entities cannot). Income is reported completely separately via a tax return for the corporation.

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S-Corporation

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After a corporation has been formed, it may elect “S-Corporation Status” by adopting an appropriate resolution and completing and submitting a form to the Internal Revenue Service (some states require their own version). Once this filing is complete, the corporation is taxed like a partnership or sole proprietorship rather than a corporation. Thus, the income is “passed-through” to the shareholders for purposes of computing tax returns.

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Most new small corporations elect S-Corporation Status so profits and losses can be added to the shareholder's personal tax returns without having to pay taxes on profits once, then again when they are given back to the shareholders as income (dividends). This is known as “double taxation” and is the reason why S-Corporations were created. An S-Corporation can also revert back to regular Corporation status fairly easily.

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Limited Liability Compay

 

A Limited Liability Company can be best described as a hybrid between a corporation and a partnership. It provides easy management and “pass-through” taxation (profits and losses are added to the owner(s) personal tax returns) like a Sole Proprietorship/Partnership, with the liability protection of a Corporation. It’s a relatively new form of business created in Wyoming in 1977 and now recognized in all 50 States and D.C.

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Like a corporation, it is a separate legal entity; unlike a corporation, there is no stock and there are fewer formalities. The owners of an LLC are called “Members”, instead of “Shareholders” “Directors” and “Officers”. So in essence, it’s like a corporation, with less complicated taxation and stock formalities.

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