"C" and "S" Corporations versus LLC:

An LLC ("Limited Liability Company") provides protection against individual liability and is treated like a partnership for federal income tax purposes. Tax losses and profits pass through to its members and the entity is not taxed separately. An LLC can adopt a more informal process for running the company than a "C" corporation and an "S" corporation.

A "C" corporation is a separate entity from its shareholders for tax purposes. This means that both the corporation and the shareholders are taxed. It has more administrative formalities than the LLC..

An "S" corporation is a corporation that meets certain requirements( e.g., no more than 100 shareholders who are not nonresidents) which permit it to elect to be subject to the provisions of Subchapter S of the Internal Revenue Code. Thus an "S" Corporation also provides pass-through of gains and losses to its owners. The S corporation still maintains formalities of a "C" corporation and strict compliance is necessary. Unlike an LLC, an S corporation must allocate income and loss among its shareholders on a pro rata basis. There are no limitations on an LLC with regard to having other entities as members. Not all corporations can elect "S" corporation status.


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