262 PART 3 I MOVING FROM AN IDEA TO AN ENTHEPRENEURIAL FIRM
The owners of an
S corporation are required
to file an informational tax
return, even though the
profits or losses are
“passed through” to the
owners and are assessed
on their individual tax
returns. These provisions
allow S corporations to
avoid double taxation on
the corporate income.
l It can have no more than 100 members. Husbands and wives count as
one member, even if they own separate shares of stock. In some instances.
faintly members count as one member.
l All shareholders must agree to have the corporation formed as a subchap-
ter S corporation.
The primary disadvantages of a subchapter S corporation are restrictions
in qualifying. expenses involved with setting up and maintaining the sub-
chapter S status, and the fact that a subchapter S corporation is limited to
100 shareholders,34 lf a subchapter S corporation wants to include more tha.n
100 shareholders, it must convert to a C corporation or a limited liability
company.
Limited Liability Company
The limited liability company (LLC) is a form of business organization that is
rapidly gaining popularity in the United States. The concept originated in
Germany and was First introduced in the United States in the state of Wyoming
in 1978. Along with the subchapter S corporation, it is a popular choice for
start-up firms. As with partnerships and corporations, the profits of an LLC
flow through to the tax returns of the owners and are not subject to double tax-
ation. The main advantage of the LLC is that all partners enjoy limited liability.
This differs from regular and limited partnerships, where at least one partner is
liable for the debts of the partnership. The LLC combines the limited liability
advantage of the corporation with the tax advantages of the partnership.35
Some of the terminology used for an LLC differs from the other forms of
business ownership. For example. the shareholders of an LLC are called “mem-
bers," and instead of owning stock, the members have “interests” The LLC is
more flexible than a subchapter S corporation in terms of number of ovimers
and tax-related issues. An LLC must be a private business-it cannot be
publicly traded. If at some point the members want to take the business public
and be listed on one of the major stock exchanges, it must be converted to a
C corporation.
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