C-Corporation

LLC

S-Corporation

Type of Organization

Stock: may be of different classes.

Membership interests: may be different classes of membership.

Stock: only one class of stock - voting or non-voting.

Eligible Owners

No restrictions.

No restrictions.

100 shareholder limit. No non-individual and no non-resident alien shareholders.

Management

Managed by director(s) and officer(s).

Two Management Types:
- Managed by Manager
- Managed by Members

Managed by director(s) and officer(s).

Ownership Allocations

None. Dividends must be paid based upon stock ownership.

Permitted if the allocations have substantial economic effect.

None. Income, gain, and loss pass-through to the shareholders based on the percentage of shares owned.

Liability Protection

There is limited liability for shareholders, officers and directors.

There is limited liability for members and managers (if applicable).

There is limited liability for shareholders, officers and directors.

Duration

Perpetual

Dissolves at the time specified in the Operating Agreement or upon the loss of a member unless other members agree to continue.

Perpetual

Transfer of Ownership

Shares freely transferred.

There may be restrictions under certain state laws.

Shares can be transferred only to eligible S-corporation shareholders