Q: What is the effective difference between a C-Corp and an LLC taxed as a C-Corp?
I am from the UK and looking to setup a US business. I've decided that taxation as a C-Corp is best as I am looking to build capital and retain profits in the company so a pass-through entity is not ideal. I understand that as a C-Corp, things are more formal and decisions require minuted resolutions/meetings but the incorporation cost (in Wyoming at least) is the same so I'm not sure if there is any reason to choose one over another.
A:
For tax there is no difference. For state business compliance issues a Corporation has slightly more things that have to be done to maintain the corporate veil. Annual meetings are required where an LLC can waive them you have to set a par value for shares and report the number of shares issued unlike an LLC where that information is in the operating agreement and not reported to the state, and corporations have to have minimum officers of President, Secretary, and Treasurer.
Mainly little administrative matters that frequently get ignored and cause problems in litigation.
Ultimately the difference is that if you're not dealing with the IRS or a state tax department you're what you filed for with the state, i.e. LLC or Corporation.
Michael Ray Smith and Andrew B. Gordon agree with this answer
Justia Ask a Lawyer is a forum for consumers to get answers to basic legal questions. Any information sent through Justia Ask a Lawyer is not secure and is done so on a non-confidential basis only.
The use of this website to ask questions or receive answers does not create an attorney–client relationship between you and Justia, or between you and any attorney who receives your information or responds to your questions, nor is it intended to create such a relationship. Additionally, no responses on this forum constitute legal advice, which must be tailored to the specific circumstances of each case. You should not act upon information provided in Justia Ask a Lawyer without seeking professional counsel from an attorney admitted or authorized to practice in your jurisdiction. Justia assumes no responsibility to any person who relies on information contained on or received through this site and disclaims all liability in respect to such information.
Justia cannot guarantee that the information on this website (including any legal information provided by an attorney through this service) is accurate, complete, or up-to-date. While we intend to make every attempt to keep the information on this site current, the owners of and contributors to this site make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained in or linked to from this site.
