What's the Right Choice For My Business?

The primary entity types available in the United States are Corporations, Limited Liability Companies and Non-Profits. Corporations issue shares of stock to owners and are run by officers and directors. Limited Liability Companies (LLCs) are owned by members and can be run by the members or appointed managers. Non-profit organizations offer similar limited liability protections to corporations and LLCs, but have the added benefit of tax free existence as defined under section 501(c)(3) of the IRS Code. How do you know which entity type to choose? A lot of factors go into deciding which entity type is best for you. These include legal liability, tax implications, costs and future needs. This is an important decision and should be done after consulting a trusted accountant or attorney.
Comparing Entity Types:
| C Corporations | S Corporations | LLCs | Non-Profits | |
| Liability of Owners |
Limited, even if shareholders participate in management |
Limited, even if shareholders participate in management | Limited, even if shareholders participate in management | Unlimited |
| Number of Owners | No maximum | Maximum 100 (as of 2005) | No maximum, minimum of at least 2 | One |
| Profit/Loss & Distributions | Special allocations permitted separate classes of stock | No special allocations permitted | Special allocations permitted | N/A |
| Transferability of Interests | No restrictions | No restrictions, but must be eligible shareholder of "S" status terminates | Restricted, typically requires approval of majority of members | N/A |
| Federal Income Tax | Maximum 35% on Corporation, plus tax on dividends to shareholders | No corporate tax unless previously a C corporation | None at LLC level | Taxed on individual return |
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These three questions always come first when beginning the incorporation process. Whether you are a new or experienced entrepreneur, incorporating is a major step in your business' future. The process can seem intimidating, but after consulting your attorney or accountant to determine the best entity and state of formation for your business venture read these three basics.
entities to maintain a principal place of business outside the state. If the business does not operate or maintain an address in the state of incorporation, a commercial registered agent can be appointed. If the business does operate or maintain an address in the state of incorporation, ie: director or officer, then either can be appointed as the registered agent of the entity.
Companies Seeking to Incorporate
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