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 资料备查：有限责任公司和股份有限公司有哪些异同？(转贴) |
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资料备查：有限责任公司和股份有限公司有哪些异同？(转贴) -- 安普若 - (1753 Byte) 2006-2-24 周五, 23:33 (3397 reads) |
hwarrensen
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作者：hwarrensen 在 海归商务 发贴, 来自【海归网】 http://www.haiguinet.com
Corp and LLC
2/24/2006
Presumably it’s about US corporate law. Even though most corporate law comes from state statutes, still the fundamentals are the same or similar.
Sounds
有限责任公司 = LLC
股份有限公司 = Corporation
Now Note 1: Tax consequence
Corporation has two sub-classes: S-corp & C-corp. The details shown above are mostly related to C-corp. Nevertheless, there is an extremely important piece missing: Tax consequence.
a) Simply put, profits in a C-corp are taxed twice: First taxed in the corporation level as income. The rate varies from 15% to 39%, depending on the income (but not proportional to the income!).
The remained then can be distributed to shareholders, say, as dividend, which will appear in his/her Form 1099-DIV as qualified dividend (please note “qualified”, we will come to this later), and added to his/her total adjusted grow income (AGI). This certainly will increase his/her tax liability.
In a S-corp or LLC, the profits can be directly distributed to the shareholders as ordinary income. He/she only needs to pay personal income tax.
b) Nevertheless, the tax rate for qualified dividend is lower than ordinary income in general. So the bring-home amount may not necessarily higher if one runs a S-corp or LLC – though this is the case for most John and Smith – but certainly not for Bill Gates.
Note 2: S-corp
Actually one may enjoy both the benefits of LLC and C-corp, by means of forming a S-corp. Certainly conditions must be met, such as all the shareholder must be either US citizens or greencard holders, and the number of total shareholders shouldn’t exceed 100, for instance.
One may enjoy both the flexibility (such as share transactions, freedom to dissolve/close the entity, etc.) of C-corp, and meanwhile, the tax benefit and relatively much less paperwork burden.
In addition, both the operation cost for LLC and S-corp is low: In California, the only overhead is the fee of $800 per year, if you don’t have any profit in that year.
Note 3: Operation tips
One of the most important benefits of LLC or corporation against sole proprietorship is the capability to contain liability. Suppose you want to run a small business. Under sole proprietorship or partnership, all your personal assets, including your home, may be touched by potential creditors.
If there is only one shareholder, say, you, how can you protect yourself?
The answer is LLC. Here it goes:
You have two partners: Yourself, and the company as another entity. So here you have two partners, to form a LLC.
All the above described shouldn’t be regarded as tax or corporate law advices. You should consult your corporate and tax attorney for professional services.
作者：hwarrensen 在 海归商务 发贴, 来自【海归网】 http://www.haiguinet.com
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