The process of choosing between a corporation or a limited liability company (LLC) can be daunting, especially in highly regulated areas like Chicago. A business lawyer with experience in the area can help guide you through the process, considering tax impacts, management structures, and potential liabilities based on local legal requirements. Here are the top five things to pay attention to when comparing a corporation to an LLC.

1. Tax Implications

The way a business is taxed largely depends on its structure. Corporations can be either C corporations or S corporations. C corporations are taxed under federal and state income tax regulations, which means they are taxed twice, on both their company's profits and the profits paid to shareholders. S corporations, on the other hand, are treated like pass-through entities for federal tax purposes, meaning only the income of the shareholders is taxed.

LLCs are also taxed as pass-through entities by default, meaning only the income of the members is taxed. However, depending on the state, you may have the option to elect to have your LLC taxed as a C corporation or an S corporation. In Chicago, an LLC is subject to the same taxes as an S corporation, which means the income is only taxed once, at the individual member level.

2. Management and Ownership

The management structure of a corporation and an LLC are also different. Corporations are managed by directors, who are normally elected by the shareholders. LLCs are managed by the members, who may be owners, managers, or both. It's important to make sure you are following Chicago's local rules when it comes to electing officers and managers for your company, as there are specific guidelines in place.

3. Limited Liability

Both corporations and LLCs can provide limited liability for their owners. However, when it comes to corporate law, LLCs tend to provide more protection as they have fewer formalities than corporations. The main purpose of an LLC is to provide limited liability for its owners. As a result, members of an LLC are typically not liable for the debts and liabilities of the company.

4. Asset Protection

Asset protection is an important part of choosing the right business structure, as different business entities may offer different levels of protection. Corporations generally provide better asset protection than LLCs, as creditors have a harder time seizing assets of a corporation than they do with an LLC. It's important to note, however, that in some states, such as Illinois, LLCs are also limited in their asset protection level.

5. Costs and Other Considerations

The cost of setting up an LLC or corporation can also vary across states, depending on the fees and regulations in each state. It's important to keep in mind the cost of maintaining a business structure as well. Corporations are generally more expensive to maintain than LLCs, as there are more legal and reporting requirements to comply with. Additionally, LLCs may offer more flexibility than a corporation when it comes to drawing income, distributing profits, and making changes to the company structure.


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