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I am starting an IT Consulting business, and planning to incorporate, to go for s-corp or LLC, can anyone suggest which is bette

Dallas, TX |

The company i am starting will be managed solely me myself, please provide your view

Attorney Answers 5


Congratulations on your new business! You are asking for legal advice. Ethically we can discuss the elements of corporations vs. LLC's, but recommending a particular course of action creates a potential for liability. What is "better" will depend on your current situation and plans for the future (particularly w/r/t corporate elections, which can only be made on a fixed schedule).

It sounds like you have a lot to learn about business structuring- for example, an LLC can also be an S-Corp. Most cities have business startup centers (and all have business lawyers) to help you get ready for this decision as well as considering the many other legal factors that, if set up properly in the first place, shouldn't provide you with additional concerns for a long, long time. In addition to contacting local lawyers, you can also find information about such programs through the SBA, your local business school, or some banks/credit unions.

I'm a lawyer, but I'm not your lawyer unless we sign an agreement. While my practice involves a wide array of national and international issues, I am licensed only in Louisiana- where the legal system can be unique. The brief informational response provided here is not a substitute for legal advice, and you may need to act promptly to preserve your rights.

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Each one has certain advantages and disadvantages as compared to each other. Overall I prefer LLC's overwhelmingly for a variety of reasons and simplicity of operation. In my view there is really only one advantage an scorp has which is to minimize self employment taxes. Also the type of business and whether debt is involved as part of the capital structure also has complexities as to "tax basis" that an owner needs to be cognizant of. Scorps are at a disadvantage as well as for liquidation scenarios where there are appreciated assets. This site is not the forum to answer all of the pros and cons as to these technical distinctions.

My answer is not intended to be giving legal advice and this topic can be a complex area where the advice of a licensed attorney in your State should be obtained. Please click "helpful" or "best answer" if my answer added any value or add a "comment" if you have more info for me to help you get a better answer.

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I agree with Mr Corrigan. The LLC is the most flexible legal entity for small businesses. The S-Corp predated the LLC and has several advantages over a traditional C-corporation, but the accounting and tax work required to maintain an S-corp can be daunting (especially for solo startups). Whether the LLC or S-corp is "better" for you depends on your particular circumstances and goals, so consider hiring an attorney to guide you through this process. Feel free to contact me if I can assist you with this matter.

Any comments posted on this site are for your general information and are not a substitute for professional legal representation. Please consult an attorney to adequately address your legal issue(s).

Oscar Javier Ornelas

Anything contained in this response is for informational purposes only and neither the author nor The Ornelas Firm PLLC ("Firm") makes any representations as to the accuracy or completeness of anything contained in this response. Nothing herein shall be interpreted as legal advice from the author or the Firm, or as creating an attorney-client relationship between the solicitor and the author or the Firm. Neither the author nor the Firm will be liable for any losses, injuries, or damages from the display or use of this information. You should consult an attorney whenever confronted with a serious legal issue. The Ornelas Firm PLLC ( may be contacted at 888-764-5822 or

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Excellent question! This is one of my favorite areas of practice.

Most people should use an LLC. Without going into your particular situation, here's generally what you should consider:

The primary advantage of the S-Corp over the LLC with a pass-through taxation election is the ease with which the S-Corp can be converted into a C-Corp. What this means is that if you're planning on taking on other investors and only want them to have a say proportional to their monetary interest without a separate negotiation process (unlikely), or if you're planning on exiting through an IPO or merger with a C-Corp (very unlikely), an S-Corp makes these things easier.

The primary advantages of the LLC include: ease of structuring, ease of maintenance of business records, ease of exit through private sale, and much higher levels of flexibility in terms of the management/ownership rights (particularly true of a Nevada LLC) and investor identity.

I am not your attorney. This is not legal advice. Do not rely on my statements for any purpose whatsoever. I may not even be *an* attorney in your state. Go hire an attorney.

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You should consult with a local business formation attorney to fully assess your situation There is no one-size-fits all approach to this kind of question.

This general opinion is for informational / public educational purposes only. It DOES NOT create an attorney-client relationship. No communication can ever replace the specific advice of a lawyer who you have hired to represent you. Each person's situation is different, and additional facts can change legal outcomes. You should consult privately with a lawyer if you have a question about a legal dispute.

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