LLC vs. C Corporation: Which is right for you, non-US residents?
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When you're starting a business in the US as a non-US resident, one of the first decisions you'll need to make is what type of legal entity you want to form. There are two main types of business entities: limited liability companies (LLCs) and corporations.
Both LLCs and corporations offer limited liability protection, which means that your personal assets are protected from business debts and liabilities. However, there are some key differences between the two types of entities that you'll need to consider when making your decision.
LLCs
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Simple structure and ease of management: LLCs have a relatively simple structure, with few formalities required for management. This makes them a good choice for businesses with one or two owners who want to be involved in the day-to-day operations.
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Pass-through taxation: LLCs are pass-through entities, which means that the income of the business is taxed on the individual income tax returns of the owners. This can be beneficial for businesses that are generating losses, as the losses can be used to offset the owners' other income.
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Flexibility: LLCs offer a great deal of flexibility in terms of ownership structure, management, and taxation. This makes them a good choice for businesses that are still evolving and may need to change their structure as they grow.
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Tax-free for non-US residents: If all of the owners of an LLC are non-US citizens or residents, and the LLC does not have any US employees or a warehouse or shipping facility in the US, then the LLC may be considered a "tax-free LLC" and will not be subject to US tax on its income.
C Corporations
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Ability to raise capital: C corporations are able to raise capital by issuing shares of stock. This can be helpful for businesses that need to raise money to grow or expand.
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Separate legal entity: C corporations are separate legal entities from their owners, which can provide additional liability protection.
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Continuity of life: C corporations have perpetual existence, meaning that they can continue to exist even if the owners sell their shares or die. This can be important for businesses that need to maintain a long-term presence.
Choosing the right entity for you
The best type of legal entity for your business will depend on your specific circumstances and goals. If you're not sure which type of entity is right for you, it's a good idea to consult with an attorney or accountant.
Here are some factors to consider when making your decision:
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The size and complexity of your business: If you're starting a small business with one or two owners, an LLC may be a good option. If you're planning to grow your business or raise capital, a C corporation may be a better choice.
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Your personal liability goals: LLCs offer limited liability protection, which means that your personal assets are protected from business debts and liabilities. C corporations also offer limited liability protection, but to a lesser extent.
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Your tax goals: LLCs are pass-through entities, which means that the income of the business is taxed on the individual income tax returns of the owners. C corporations are taxed separately from their owners, which can be beneficial for businesses that are generating profits.
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Whether you want to raise capital from investors or VCs: Corporations are more attractive to investors and VCs because they offer the ability to raise capital by issuing shares of stock.
Conclusion
Choosing the right legal entity for your business is an important decision. By considering your specific circumstances and goals, you can choose the entity that best meets your needs.