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Characteristics | L.L.C. | S - Corporation | C - Corporation |
Duration | Often limited to a fixed amount of time | Normally perpetual existence | Normally perpetual existence |
Liability | Members not normally liable for the debts of the LLC | Shareholders are not normally liable for the debts of the corporation | Shareholders are not normally liable for the debts of the corporation |
Simplicity of Operation | Normally, less formality than is the case with corporations | Normally more structured, requiring more meetings and (in some states) more reporting requirements. | Normally more structured, requiring more meetings and (in some states) more reporting requirements. |
Management | Can be structured for member management or manager management (more flexible) | Corporations have centralized management through the board of directors (elected by the shareholders) and the officers (elected by the directors) | Corporations have centralized management through the board of directors (elected by the shareholders) and the officers (elected by the directors) |
Taxation | Can be structured so that there is no tax at the entity level, with income (or loss) passed through to the members | No tax at entity level while the S corporation election is effective. Income (or loss) is passed through to the stockholders | Corporation is a taxable entity, although the income which would normally be taxed at the corporate level can normally be paid out in salaries (and in other deductible ways) so that there is in fact no tax at the corporate level. |
Loss Passed Through | Normally, yes | Normally, yes | Corporate losses are not deductible by shareholder |
Transferability of Interest | Can be structured to permit or restrict, but normally structured to restrict | Normally, yes, but care must be taken not to destroy the S Corporation election | Normally fully transferable |
Raising Capital | Neither LLC nor S Corporation normally appropriate for public (or would-be public) companies. | Neither LLC nor S Corporation normally appropriate for public (or would-be public) companies. | The choice of public companies |