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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 avvo.com terms and conditions item 9, incorporated as if it was reprinted here.Ask a similar question
The attorneys that answered this question are correct. Here are few links to get you started (please verify them, as I did not and do not warrant the information on those websites), but you really need to sit down with an attorney before you proceed forward. Good Luck.
http://biztaxlaw.about.com/od/businessorganizationtypes/f/scorpllcliab.htmAsk a similar question