

|
Liability |
Owner has unlimited liability. |
Members are not normally liable for the debts of the LLC. | Shareholders are not normally liable for the debts of the corporation. | Shareholders are not normally liable for the debts of the corporation. |
| Ownership |
Individual |
Members /Owners (may have unlimited number of members). |
Shareholders |
Shareholders (may have unlimited number of shareholders). |
| Owners do not need to be U.S. citizen or U.S. resident | No (neither) |
No (neither) |
Must be owned by U.S. citizen (only). |
No |
| Owners have limited liability for business debts and obligations | No | Yes | Yes | Yes |
| Owners can report business profits and losses on their personal tax returns | Yes | Yes | Yes | No |
| Management | Sole Proprietor has complete control of management and operations. | Members have an operating agreement outlines management. | Shareholders elect directors to manage. By-Law Agreements can outline directors management. |
Shareholders elect directors to manage. By-Law Agreements can outline directors management. |
| Formalities and record keeping requirements |
None required. | Annual state report, Bi-Annual reports. (depends on your State). |
Formal board and shareholders meeting with recorded minutes. Annual state report. | Formal board and shareholders meeting with recorded minutes. Annual state report. |
| Operation Requirements |
Very few legal requirements. | Some formal requirements but is less formal than corporations. | Annual meetings and reporting required by Board of Directors. | Annual meetings and reporting required by Board of Directors. |
| Taxation | Sole Proprietor pays all taxes (Not a taxable entity). |
If properly structured there is "no tax" at the entity level. Income/loss is passed through to members. | No tax at the entity level. Income/loss is passed through to the shareholders. | Taxed at the entity level. If dividends are distributed to shareholders, dividends are also taxed at the individual level. |
| Double Taxation |
None |
None | None | Yes, if income is distributed to shareholders in the form of dividends. |
| Formation | No state filing required. | State filing required. | State filing required. | State filing required. |
| Cost of Creation | No State filing fee required. | State filing fee required. | State filing fee required. | State filing fee required. |
| Business duration can be perpetual ................................ |
Dissolved if entity ceases doing business or upon the death of the sole proprietor. | Yes | Yes | Yes |