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Should I form my online retail company in CA as an LLC with S Corp tax status or just form an S Corp?

Malibu, CA |

Should I form my online retail company in CA as an LLC with S Corp tax status by filling IRS form 8832 or should I just form an S Corporation?
If I am an LLC with S Corp tax status, can I still pay myself a small "reasonable" salary and then pay myself the rest through share distributions like an S Corp can?
What can an S corp provide me that an LLC with S corp tax filling status cant?

Attorney Answers 3


It's a mildly subjective choice. If your CPA has no preference, I think a Subchapter S is the way to go. Each has equal legal capacity.

The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also terms and conditions item 9, incorporated as if it was reprinted here.

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Legally, they are generally the same. However, for tax purposes, they have slight differences. Consult with a corporate/business attorney and/or your CPA.

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Its really tough to say generally since there are advantages and disadvantages to each, although you seem to be confusing the entity with the taxation of each. A corporation (whether S-Corp or C) and an LLC are different legal entities that will each protect the individual owners from liability if properly maintained; the corporation has slightly more formalities in this regard while the LLC is more flexible.

There are some tax benefits of the S-Corp over the LLC with regards to self-employment tax savings, but the trade-off is the necessity of setting up payroll (worker's comp insurance as well if necessary) for yourself, which can be a hassle compared with an LLC where you would simply write yourself a check whenever you wish - cashflow and the maintenance of proper reserves aside.

Again these are oversimplifications and a proper analysis of your situation is warranted with a qualified tax attorney or CPA.

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