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Besides your management team, or founding team, the
people you need most when starting a company are a lawyer,
an accountant, an insurance broker and a banker. Your
lawyer and your accountant will help you decide what
kind of corporation to form and where to incorporate;
they will help you complete basic corporate and tax
documentation.
Corporations - A corporation has a legal existence
separate from its owners, which means it can own property,
sue and be sued, have bank accounts, and borrow money.
In theory, establishing a corporation enables you to
invest in your business without risking all your personal
assets, but in fact most major lenders will demand that
you personally guarantee any loans. Incorporating can
shield you from personal liability for some business-related
lawsuits, however, such as when your employee accidentally
harms someone on company time. In the United States,
there are two types of corporations for tax purposes:
C and S. An additional category is the limited liability
company.
C Corporations - These corporations pay taxes
and are usually advantageous for very successful businesses
with substantial profits, as well as for venture-backed
businesses and businesses that will go public. When
you form a corporation, it automatically becomes a C
corporation for tax purposes unless you specify S. Note
that a corporation can begin as an S, and later become
a C.
If you choose a C, you can split the income your business
earns with your corporation and save on taxes, since
corporate rates are lower than personal rates. Splitting
your income also means that you don't have to pay Social
Security and Medicare taxes on profits you retain in
your corporation. You can keep up to $250,000 of your
business earnings in your corporation. Finally, C corporations
can provide you with fringe benefits, then you can deduct
the entire cost from the corporation's income as a business
expense.
S Corporations - S corporation income and losses
are passed through directly to shareholders, who must
split the taxable profit according to their ownership
and report the income on their individual tax returns.
In other words, S corporations do not pay taxes themselves;
rather, their owners pay taxes on their earnings. Taxes
are much simpler than for C corporations; you get the
limited liability of a corporation owner, and you also
save on self-employment taxes. You can't split income
on S corporations, but this is only an issue if your
business earns enough money. S corporations can also
save you on your personal Social Security and Medicare
taxes because you don't have to pay these taxes on distributions
from your S corporation; the larger your distribution,
the less taxes you'll pay. The IRS requires you to pay
yourself a reasonable salary, but you can receive other
income in the form of distributions. There are some
restrictions on S corporations: 1) they can only have
up to 75 shareholders; 2) none of the shareholders can
be nonresident aliens; 3) they can only have one class
of stock; 4) shareholders can only be individuals, estates
or certain trusts - no corporations.
Limited Liability Companies (LLCs) - An LLC offers
the same limited liability as a corporation, but IRS
rules allow you to decide for yourself how you want
your LLC to be taxed - like a sole proprietorship, in
which you and your business are one and the same, like
an S corporation, or like a C corporation. An LLC is
simpler to run than a corporation because you need not
hold and record meetings to transact corporate business
and because you have more flexibility in allocating
profits and losses among owners. On the other hand,
LLCs don't offer the opportunity to save on self-employment
taxes, as the S corporation does.
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