Type of Ownership |
Membership Interests and the owners are called "members." |
Stock - can be different classes of nonvoting and voting stock, which makes it good
for finding investors. Owners are called members.
|
Stock - but only ONE stock. Owners are called shareholders. |
Eligible Owners |
No Restrictions. |
No restrictions. |
Non-U.S. citizens/residents cannot be owners. Cannot have more than 100 owners.
Cannot be owned by other business entities.
|
Duration of Existence |
Dependent on state requirements |
Dependent on state requirements |
Perpetual |
Liability |
Members are not liable for LLC debts (limited liability for owners and managers)
|
Shareholders are not personally liable for corporation debts (limited liability for
shareholders, officers and directors)
|
Shareholders are not personally liable for corporation debts (limited liability for
shareholders, officers and directors).
|
Operational requirements |
Some formal requirements but fewer than corporations. Need to adopt an operating
agreement, issue membership shares, document member meetings
|
Required: Board of directors, Officers, initial and annual director and shareholder
meetings, adopt bylaws, annual reporting requirements
|
Required: Board of directors, Officers, initial and annual director and shareholder
meetings, adopt bylaws, annual reporting requirements
|
Management |
Operating agreement outlines management - can be managed by managers or members
(owners).
|
Managed by the directors and officers, who are elected by the shareholders |
Managed by the directors and officers, who are elected by the shareholders. |
Taxation |
Generally no tax at the entity level. Income/loss is passed through to members. |
Taxed at the entity level. Dividends paid out are taxed at the individual level.
|
No tax at the entity level. Income/loss is passed through to the shareholders. |
Pass Through Income/Loss |
Yes |
No |
Yes |
Double taxation |
No |
Yes, if income is distributed to shareholders in the form of dividends |
No |
Raising Capital |
Possible to sell interests |
Shares of stock are sold to raise capital. |
Shares of stock are sold to raise capital. |
Transferability of Interests |
Possibly, depending on terms of operating agreement |
Shares of stock are easily transferred |
Yes, but must observe IRS regulations on who can own stock |
Fringe Benefits |
Members are ineligible for certain ones. |
Shareholders with 2% and less are ineligible for certain ones. |
Shareholders-Employees are eligible for most. |
Fiscal Year |
Must use tax year of members having a majority interest in the LLC, or the tax year
of all principal members if there is no majority member.
|
May use fiscal year. |
Must use calendar year, subject to certain exceptions. |