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Corporations vs. LLCs: Risks and Benefits

Curiale Hostnik PLLC Dec. 7, 2023

Entrepreneurs have many choices to consider when starting a venture. For example, the decision between setting up your business as a corporation or as a Limited Liability Company (LLC) is a typical one. The choice between these two can have significant implications for the way the business is run, its financial liabilities, and the taxation it's subject to. It’s vital to develop a comprehensive understanding of both these structures so that your business can thrive in the long run. 

At Curiale Hostnik PLLC, our attorneys understand the importance of choosing the right business structure. As legal professionals, we have worked with many business owners to help them determine whether a Corporation or LLC makes the most sense for their goals. No matter where you live in the state of Washington—including Tacoma and cities throughout Pierce County, including Puyallup, Gig Harbor, University Place, and Lakewood—set up a consultation with us to discuss the risks and benefits of each kind of business structure. 

LLCs vs. Corporations: Key Differences and Factors to Consider

Choosing the right business structure involves considering several key factors, including the nature of the business, its growth potential, and the level of control the owners wish to maintain. Both corporations and LLCs carry inherent risks and benefits that need to be weighed before making a decision. Let’s look at corporations vs. LLCs in more depth. 

The Corporate Structure  

When you form a corporation, you're creating a legal entity that's separate from its owners, who are known as shareholders. This division provides one of the biggest benefits of the corporate structure: limited liability protection. Shareholders generally aren't personally liable for the debts and obligations of the corporation, which can protect their personal assets in the event of a lawsuit or bankruptcy. 

What makes corporations particularly attractive is their ability to raise capital through the sale of stock. They can issue different classes of stock, such as common and preferred stock, providing flexibility in attracting investors and raising funds for business expansion. 

However, this structure isn't without its drawbacks. The complexity and formalities associated with corporate governance can be a significant disadvantage. Corporations have to hold regular shareholder meetings, maintain detailed corporate records, and comply with various reporting and filing requirements. Failure to meet these obligations can lead to legal consequences. 

The LLC Structure 

LLCs offer a more flexible business structure with fewer formalities than corporations. Like corporations, LLCs provide limited liability protection to their owners, referred to as members. This means that members generally aren't personally liable for the debts and obligations of the LLC. 

One of the key benefits of an LLC is pass-through taxation. Unlike corporations, LLCs aren't subject to double taxation. Instead, the profits and losses of the LLC are passed through to the members, who report them on their individual tax returns. This can result in potential tax savings for LLC owners. 

Additionally, LLCs offer greater flexibility in terms of management and ownership. Unlike corporations, which have a more rigid structure with shareholders, directors, and officers, LLCs can be managed by the members themselves or by appointed managers. This allows for more control over the day-to-day operations of the business. 

Flexibility vs. Rigidity

It may be helpful to consider the differences between corporations and LLCs in terms of flexible versus rigid structures. With the help of an attorney, you can choose a business structure that meets your business goals. For example, corporations involve more extensive record-keeping and formal processes. For example: 

  • Corporations require shareholder meetings, recorded minutes, and appointed officers and directors. LLCs have fewer requirements. 

  • More corporate formalities relate to issuing stock, shareholder voting, and maintaining records. LLCs involve less paperwork. 

  • Failure to follow corporate formalities can lead to loss of liability protection. LLCs offer more flexibility in this regard. 

  • LLCs offer greater flexibility for membership and profit distributions. 

  • LLCs aren't limited to types of ownership interests like stock shares. Different membership classes can be created with flexible profit rights.  

Corporations must adhere to more rigid rules on stock classes and distributions, but they allow for greater access to capital through equity offerings. Overall, LLCs involve less paperwork and maintenance, while corporations offer stronger limited liability protections and more options for financing and selling ownership shares. We're happy to explore how these key differences apply to your unique situation.   

Risks & Considerations

Both corporations and LLCs offer limited liability protection, but each comes with specific risks. For corporations, the main risk lies in maintaining compliance with corporate formalities. Failure to do so can result in "piercing the corporate veil," where a court may disregard the limited liability protection and hold shareholders personally liable for the corporation's debts. 

For LLCs, the primary risk is the potential for "veil piercing" if the LLC isn't properly operated as a separate legal entity. This can happen if the LLC commingles funds with personal accounts, engages in fraudulent activities, or fails to maintain proper records and documentation. 

The Importance of Professional Guidance 

Choosing between a corporation and an LLC depends on various factors, including the nature of the business, the desired level of formality, and your long-term goals. Both structures offer limited liability protection, but corporations may be more suitable for businesses seeking to raise capital and comply with formalities, while LLCs provide flexibility and pass-through taxation. 

At Curiale Hostnik PLLC, we're here to help you navigate these complexities and provide guidance on the risks and benefits associated with corporations and LLCs. Don't hesitate to contact us today to schedule a consultation and ensure that your business is set up for success.