San Diego Taiwanese Cultural Association
http://www.taiwancenter.com/sdtca/index.html
生意型態的認識與選擇
文小鳳會計師 (Nancy Wen, CPA)
當投資者欲開始經營新的生意時，經常會問(1)諸多生意個體各有什麼不同？(2) 何以公司組織比獨資個體較為有利？(3)何以資產所有權登記在公司組織，可能比登記在個人名下有利？
的確，應成立何種「生意個體」，有多方面的因素必須考量：例如投資經營事業的性質，經濟條件及實務狀況，財產保護， 股東成員的條件，和稅務規劃等因素的綜合考量。
如何做一個最恰當的選擇？很重要的是了解各生意個體的組成要素及利與弊。
我今天將介紹三種生意個體：C Corporation, S Corporation 和 Limited Liability Company
(LLC)，並就其組成要素 ：(1)生意個體的組成，(2)對投資成員資格的限制，(3)責任保護，(4)經營管理，(5)投資股權轉讓，(6)稅賦，和
(7)營餘發放及投資者酬勞等，作綜合性比較，讓各位有概括性的認識，希望有助於選擇好的生意個體來經營。
Summary of Entities and Attributes
Attributes & Entities |
C Corporation |
S Corporation |
Limited LiabilityCompany(LLC) |
Formation |
File Articles of Incorporation
with State |
Same as Regular corporation + File
“S” Election |
File Articles of Organization with
State |
Owner’s Qualification & Limitation |
Unlimited |
Limited to 100 shareholdersCan’t
be foreignersOnly individuals and certain trustsMay have only one
class of stock |
Unlimited number of membersShould
not register in CA as a LLC if providing professionalservices |
Liability of Owners |
Shareholders generally not personally
liable beyond their investment |
Shareholders generally not personally
liable beyond their investment |
Members generally not personally
liable beyond their investment |
Management |
Managed by Board of Directors,
who appoint officers to run day-to-day operations |
Managed by Board of Directors,
who appoint officers to run day-to-day operations |
Members manage directly or can
agree to appoint a manager |
Transferability |
Shareholders are free to transfer
ownership interest |
Shareholders generally may transfer
ownership but can’t transfer to foreign or entity shareholders |
Members can’t transfer ownership
interest without unanimous consent |
Taxation |
“Double Taxation” Income taxed
at corporate level and taxed again to shareholders when dividends
are distributed |
“Flow Through” to individual (but
shareholders not managing have passive loss restrictions) |
“Flow Through” to
individual (but members not managing have passive loss restrictions) |
State Taxes |
Greater of $800 (annual min. tax)
or 8.84% of taxable income |
Greater of $800 (annual min. tax)
or 1.5% of taxable income |
$800 annual tax + LLC fee (gross
receipts >$250K) |
Compensation |
Payments to shareholders are either
dividends or wages (subject to P/R tax), reasonable compensation
issues |
Must take reasonable compensation
as wages subject to P/R taxes, net income may be subject to S/E
tax for PSC |
Members are never employees. Managing
members are subject to S/E tax on guaranteed payments and ordinary
income |
Profit Distribution |
May have more than one class of
stock so distributions not necessary equal |
Must make pro rata distribution
of profits basedon ownership % |
"Special Allocation” of income
or loss allowedMay make unequal distributions |
Shareholders pay tax on dividends received
|
Shareholders pay tax based upon share of income
but not on cash distribution |
Members pay tax based upon share of income
but not on cash distribution |
Choice of LLC
· LLC is excellent choice to a service business
- Share in expense & divide profit according to service
- Avoid payroll tax filing (assuming no other employees)
- Not required balance sheet if gross receipts < $250K
- Easily terminate or go separate ways
· Estate Planning Vehicle
- Passing interest to children by using annual gift tax exclusion
- Received a stepped-up basis in the assets
· Special Allocations & Depreciation
- Allowed to make special allocations of income or loss on a member’s contribution
- Make IRC§754 election and receive step up in assets and depreciate them based on the FMV
· Disadvantage
Annual LLC fee on gross receipts even if the business is not generating a profit
以上介紹僅供參考，當各位有實際的需求，請諮詢你的律師及會計師，做整體性的考量，祝各位投資成功。