Should I Set Up a Corporation or an LLC ?
Choosing your business entity type is one of the biggest decisions you’ll ever make for your company. Generally it’s best to choose at least some form of corporation for the liability protections incorporation conveys. In fact, the Donald Trump University book, Asset Protection, mentions that one shouldn’t so much as let a child set up a lemonade stand as a sole proprietorship or general partnership because those entity forms offer no liability protection at all.
Once you’ve determined that your business needs to be a corporation there are three things you should be considering. Your business entity type impacts all three of these issues. The first issue is tax liability. Your legal entity will determine how your taxes will be reported, the tax rate or breaks that you enjoy, and who or what will ultimately be responsible for those taxes. Some corporate entity types, like the LLC, make little distinction between the owner’s personal tax return and the business tax return, whereas a traditional C-Corp files its own taxes and all of its shareholders, employees, and officers likewise file their own personal taxes as normal.
The second issue is one of legal liability. This covers any situation in which your company might be targeted by any kind of lawsuit. The legal entity indicates who is ultimately responsible for paying any settlements or awards that arise from such lawsuits. Most corporate entity types exist to create a legal shield for the owners, ensuring that the corporation, and not the business owners or shareholders, absorbs the liability. That means a judge could go after all of the bank accounts and assets in the corporation’s name to pay off debts, but they could not go after the personal bank accounts and assets of any associated owners or shareholders. However, the corporation must generally conform to certain guidelines in order to keep these protections in place.
Those requirements are the third issue. Every corporate entity type must meet certain requirements to maintain the protections that the corporation enjoys. For example, a C-Corp must usually file articles of incorporation and elect a board of directors in order to maintain its status. The corporate bank account can’t be used as a personal bank account by anyone involved with the corporation. There are usually annual obligations that must be fulfilled as well. If those obligations are not met the corporation is said to be piercing the corporate veil, which could leave owners, shareholders, and officers of the company personally liable for damages, debts, or settlements incurred in the corporation’s name.
Every business is different, and there is no one-size-fits all solution. With 5 types of corporation to choose from (C-Corp, S-Corp, Close Corporation, LLC, and Non-Profit) it is a good idea to consult with an attorney or tax professional before making your final decision.
For additional information about each type of entity structure, who they are ideal for, the advantages and disadvantages, check out this article by the "entrepreneur's lawyer" Scott Edward Walker of Walker Corporate Law - http://www.quicksprout.com/2010/03/31/beginners-guide-to-corporate-entities/#comment-141709






