Friday, August 3, 2012

S Corp Vs Llc - Registration and Maintenance Costs

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Previously, I discussed the tax implications of selecting an S Corporation over an Llc. Today, I will correlate the registration costs in the middle of an S Corp and an Llc. Registering a enterprise begins at the state level. Since I live in California, I can only tell you what I have learned about registering in California. Fortunately, registration at the federal level is quick, painless and free. More about this later.

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How is S Corp Vs Llc - Registration and Maintenance Costs

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S Corporation

An S Corporation is very similar to a C Corporation when it comes to registration. When registering a corporation, you start by filing a document called "Articles of Incorporation" (also known as "Certificate of Incorporation" in other states) at the Secretary of State. The Articles of Incorporation are legal mumbo-jumbo that recapitulate the name, purpose, agent of service, first directors and liability limitations pertaining to your corporation. There is no form. It is a bullet list that you have to put in order and sign that will be reviewed and approved by the Secretary of State. However, there are some minimum and definite verbiage that must be included word-for-word.

The Articles of Incorporation will cost you 0 and a special handling fee. If your Articles of Incorporation are rejected, the 0 check is returned to you along with instructions about what you need to change, but the processing fee is forfeited. When you resubmit, you will have to pay an additional one .

Within 90 days from when your Articles of Incorporation are approved, you will need to file a Statement of data (Form Si-200 C) that provides biographical data about your corporation, its officers and agent of service. This will cost an additional one . Thereafter, you have to file a Statement of data annually at /year.

Limited Liability enterprise (Llc)

Registering an Llc is somewhat simpler because there is absolutely a form (Llc-1) for you to fill out. That takes away a lot of the guess work. The Llc-1, better known as Articles of Organization, will cost you . There is a similar special handling fee. You will also need to file a Statement of data (Form Llc-12) and pay within 90 days from when your Articles of organization are approved. Thereafter, the Statement of data must be filed biennially at /year.

Common Costs

In addition to the costs above that differ in the middle of Llc and S Corp, there are common costs that are inevitable for both possession structures. Bear in mind that I am only retention tab of registration and maintenance costs here, exclusive of other startup costs. Taxes are already discussed in my former article.

Registered Agent

Both Llc and S Corp in California are required to appoint a registered agent of service. The agent of service can be a enterprise or an individual, but your corporation cannot be its own agent of service. Some prefer to just list one of the owners as the agent of service, some list their attorneys or whoever filing the incorporation documents. What you need to realize is the agent of service is required to be available at all time while quarterly enterprise hours. That means if you list yourself as the agent, you cannot take vacations, you cannot go for a coffee break, nor can you take a piss. It is unlikely though potential that while you are busy reading the Playboy magazine in the restroom, somebody tried to deliver a service of process (notification of litigation). If you missed the documents, it could lead to a default judgment. In this case, I decided to bite the bullet and went for one of the big three registered agent of service providers - National Registered Agents, Inc. (Nrai). Nrai costs me 0/year. The other two are The enterprise Trust enterprise (Ct) and Corporation service enterprise (Csc). Both fee upwards of 0/year. Prestige is leading here. Most clubs that offer online filing kits also bundle six-month or one-year service of registered agent. How trustworthy their registered agents are I don't know. They typically fee 0/year. The Fortune 500 and legal society would not even go near anything other than the big three when it comes to registered agents. Draw your own conclusions.

Name Reservation

If you are registering an Llc or a corporation, you are probably using a fictitious name. That is, a name you made up or the name of your imaginary friend from third grade. It's potential that a name like "Baba The Bird" is already used by some other enterprise in your state. If this is the case, you will have to pick another. The California Secretary of State website allows you to check if your name is available. If your name is available, you can pay to withhold your name for 60 days while getting your Articles of Incorporation ready. But make sure you register under the same applicant who reserved the name lest you run into what I call a self-imposed deadlock (i.e. You are retention the name you reserved but you need it released so you can incorporate).

Federal Registration (Employer Id Request)

At the federal level, you will need to ask a Federal manager Id whole (Fein). This is the equivalent of your Ssn that identifies your enterprise at the federal level. In the stone ages, clubs used to file a Form Ss-4> to get an Fein. Nowadays, you can get an Fein immediately online. There is no fee related with this filing.

Federal Tax Entity Election

At the federal level, if you want to go with the S Corporation you will need to make the selection by filling out Form 2553. A multi-member Llc will be taxed as a partnership for tax purposes unless you fill out the Form 8832 to elect to be treated as a corporation. There is no fee related with this filing. But you must make the selection within 2 months and 15 days of the starting of the tax year (or the date you are incorporated, whichever is later) you wish the selection to take effect. Timing is crucial here. If you miss the deadline, your enterprise will be treated as a C corporation until the S selection takes ensue next year.

State manager Id Request

You will need your Federal manager Id whole (Fein) before you can get a State manager Id whole (Sein). You can get an Sein the stone-age way via Form De-1 or immediately online for free.

Business Licenses

Some occupations like contractors are required to have licenses to control in California and most likely other states. Fortunately, in the enterprise I'm engaged in, no enterprise license is required. So I have no idea how much a enterprise license gonna cost ya.

City Registration

Most cities would want you to register your business. You will most likely have to pay an annual fee to avow your enterprise registration with the city. Check with your city officials concerning the form and fees you need to pay.

Summary

Below is a table that summarizes the different costs for Llc and S Corps discussed, exclusive of common costs.

Cost Comparison in the middle of Llc and S Corp

Item Llc S Corporation
Articles of organization / Incorporation 0
Processing Fee 15 15
Statement of data 20 initial, 25 initial,

20 biennially 25 annually

thereafter thereafter
Total First Five Years 145 240

So there are some savings to be had by registering an Llc when compared to an S Corporation. But the savings will neither make nor break your business. The practically 0 savings in five years with an Llc does not outweigh the tax benefits and tax code stability offered by an S Corporation in my opinion.

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