S-Corp - if your business is earning a lot of profit it can make sense to pay yourself a salary and the remainder of profit as a distribution, which is not subject to the 15% self-employment tax: https://turbotax.intuit.com/tax-tools/tax-tips/Small-Busines...
C-Corp - For a company you founded a QSBS or Qualified Small Business Stock can be excluded (in whole or in part) from capital gain taxes. So, as your company grows year after year, and it's valuation rises year over year, this can save a lot of money when selling: http://www.lexology.com/library/detail.aspx?g=dde20f35-2d5e-...
This is really the crux of what I was trying to understand...thank you for catching that. Can you expand on this as to why it is advantageous to be taxed as a corporation? Tax rates for corporations all are higher than personal tax rates. I assume the 15% self-employment tax is the difference, or is there more?
If the organization is set up as an LLC, with a tax status as a partnership taxation, the activity of the organization is going to show up on the investor's taxes.
Investors generally are not interested in seeing new tax items show up on their tax return, because of an investment. The tax details arrive on a form to the investor called a "K-1". Look up "IRS K-1" for background.
Investors generally prefer capital gains, upon sale of the stock. And simple dividends, and perhaps interest income. Not a three-page list of items flowing from the startup's own activity scattered all over the investors tax return.
Some investors, such as university endowments, and the like, also do not want the pass-through tax items from partnership tax treatment, and cannot make use of them either, since they are arms of the tax-exempt university, thus demand instead investments in C-Corp status entities.
As for location of incorporation, many huge, and many smaller organizations incorporate in their home state. It's an entirely separate question and topic, not to be conflated with tax filing status.
With pass through entities (eg LLC, K-1), you can accidentally pass on tax liabilities without disbursements. So your investors may be on the hook for taxes without receiving income.
If you are ever planning on seeking investors, do yourself a favor and skip straight to C-corp.
Roughly speaking, those investors are seeking returns via compounded growth in the value of their equity over a period of several years.
Likewise, an LLC may also be attractive to a different particular classes of founders and investors. In general these will be investors who are seeking return on equity via periodic cash flows. Structuring an LLC as a pass through tax vehicle facilitates returns via cash flow at the expense of compounding equity growth.
To me, tax strategy is a bit of a red herring. A higher tax on a more money often is better than a lower rate on less money for the same reasons that less equity in a big company is often worth more than more equity in a small one.
Of course, in the end it all depends on the company and the founder's objectives.
Good luck.
The advantages of Delaware corporations are (1) convenience, (2) privacy, and (3) a legal ecosystem that meets the need of big public companies.
If you want to form a corporation in New York, for instance, you have to form a board of directors, have an annual board meeting, etc. It is a lot of bother and paperwork and most states make you do it. Not Delaware. You don't need to have a board of directors or file very much paperwork at all to be incorporated in Delaware.
Since there is no board of directors, their names are not on the public record, in fact nobody's name is on the public record. You have to have some agent that will accept documents in your name in case a process server shows up. If you fail to respond in court, they can shut down your company and take its assets, but they can't do anything to you because they don't know who you are.
Finally a lot of big companies are there because there are laws that are good for management and lots of lawyers and other corporate services people who serve Delaware corporations. Unlike most states, the bar is not transferable from other states to Delaware.
The second part of your question, why an LLC over a Corporation. Well, a corporation has shareholders, where a LLC has members. Two completely different structures. Shareholders own stock which is easily (or easier to) transferable.
Finally, Delaware is preferable because it has specific courts for handling business law. The judges tend to be well-versed and the laws are "business friendly".
The decision really comes down to what you intend to do with the business (if you plan to raise funds through equity you will need to sell shares which, for basic purposes, require a corporation), who is going to be involved in the business, and what your long-term goals. You should consult with an attorney or accountant prior to making a decision.
Yes, correct. Incorporating in Delaware is not so much about saving taxes. Delaware is considered to be friendly towards corporations and the legal system actually understands the challenges a business goes through. For example, Delaware has a Court of chancery that focusses specifically on business law and uses judges instead of juries [0]. Things like that.
[0] http://www.bizfilings.com/learn/incorporate-delaware-nevada....
The lawyer stated that the business law is more concrete and predictable in Delaware. If you have to go to court, it is going to be easier on your company.
If you plan on raising funding for your startup, go with a C corp instead as it is easier to deal with things. You can always convert an LLC to a C corp but that is more hassle later.
If you do not plan on taking funding, and you want a lower accountant bill, go with the LLC. The pass through income on your schedule C is a lot cheaper to deal with.