Generally
Business and business owner: separate legal and tax entities
Filing fees, incorporation fees and annual lists of officers/directors: required
Limited Liability: owners have limited liability if the company is properly formed, adequately capitalized, and corporate formalities are followed; owners are, however, legally responsible for their own actions and any actions by other owners of which they have approved
Life of business: unlimited
Loan availability: banks more willing to loan capital
Transferability of interests: the business may be set up so that shares or interest in the business may be easily transferred
Corporate formalities: at minimum the shareholders and board of directors must hold a meeting once a
year; annual list of directors/officers filed with the Nevada Secretary of State with fee annually
“C” Corporations
taxed under subchapter “C” of the IRS code
Number of owners: one or more
Profits and losses: reported by the entity
Taxes: the entity is taxed at the corporate level; the tax rate is higher than for most individuals (except for some personal service corporations)
- Operators are paid salaries and may avoid paying income tax on company profits by leaving profits in the company
- owner pays federal unemployment tax and FICA on salary paid to him/herself
- owner does not pay self-employment tax on earnings
- income from sale of the business may be heavily taxed
Fringe benefits: favorable tax treatment
Ownership options: complex ownership interests may be created through use of stock options
“S” Corporations
taxed under subchapter “S” of the IRS code
Number of owners: one to 100 shareholders
Profits and losses: reported by owners
Taxes: owner should pay him/herself a reasonable salary, which is subject to all withholdings, or owners may be subject to self-employment tax on all business earnings
Fringe benefits: moderate tax advantage
Ownership options: only one class of stock is permitted, no non U.S. Citizen may own more than 20%
Restrictions on ownership: owners must be individuals, estates, or certain trusts, but cannot be other corporations