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Corporation vs PLLC |
Texas Corporation - Advantages *
California | Tennessee | Other States
Top Ten Incorporation Mistakes
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May elect a non-calendar fiscal year, providing opportunities for shareholders to accelerate or delay recognition of income. |
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May obtain significant tax benefits not available to PLLC (S corporation and C corporation have different benefits; see C vs S Corporations for details). |
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No income tax owed by shareholders of insolvent corporation for "cancellation of debt" (solvent PLLC members of insolvent PLLCs are generally taxed on the amount of bad debt cancelled). |
Texas PLLC - Advantages*
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Less annual paperwork (no annual minutes required, and no separate PLLC tax return required for a one person PLLC). |
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Far more freedom to creatively arrange differential capital contributions, profit distributions, loss allocations, preferential payments and voting arrangements between owners. |
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Fewer limitations and burdens on trust ownership of PLLC (dangers exist for trust ownership of S corporation). |
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Creditors of members cannot seize membership interests (and thus take some management control to force extra distributions), but can only attach earnings of the member/debtor as previously authorized by the PLLC. |
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Loans personally guaranteed by members are added to basis, so if significant losses are anticipated those increased losses may be claimed as an additional tax deduction. |
A Special Word on
PLLCs Taxed as an S Corporation
| Some professionals advise forming a PLLC while electing to be taxed as an S corporation. This election takes away some of the benefits of being a PLLC: (1) it requires the PLLC to follow S corporation rules (no "creative arrangements" or corporate members allowed, to name a few), (2) the level of initial filings, tax returns and other tax complexity is significantly higher, and (3) the increased potential for confusion and mistakes by members and professionals, due to state and federal laws that do not provide clear answers on the treatment of this hybrid entity. Consider carefully whether the certainty of these burdens is worthwhile as compared to the relatively minor recordkeeping requirements of a straight S corporation and the (probably low?) chance of there ever being a charging order issued against a member. |
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* This tax comparison of corporations and PLLCs is intended to address a typical Texas startup of a small business organization. This comparison is not exhaustive, nor does it apply necessarily in each and every circumstance. The contents of this website are not intended to be, nor shall they be considered, legal advice or legal opinions. Please see your CPA and/or attorney for more thorough coverage of the subject. CAVEAT: Pursuant to applicable federal regulations, we are required to inform you that any advice contained in this communication is not intended to be used nor can it be used for purposes of (1) avoiding tax penalties or (2) promoting, marketing or recommending to another party any transaction or matter addressed above. |
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