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Richard
Richard, Attorney
Category: Business Law
Satisfied Customers: 54312
Experience:  32 years of experience practicing law and a businessman.
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My question regards forming a company for the purpose of providing

Customer Question

My question regards XXXXX XXXXX company for the purpose of providing software programming services in the state of California. My purpose is driven by the specific requirement of the company (a corporation, and the IT Dept. within it) that I -- and I alone -- will be providing the services for. They tell me they can use my services if and only if our arrangement is company-to-company.
Specifically:
1. Consistent with the least amount of cost, overhead, paperwork, or other inconvenience (as the "company" will just be myself, doing work for the corporation), what would be the best and least expensive and least complicated way to form a legal company entity here in California, one that would be enabled to enter into an agreement to provide services such as I have described above to another company (in this case a corporation)?
2. What basic protections should I have against liability that might affect my personal assets?
3. What setup is optimal for business expense tax deductions?
Submitted: 7 years ago.
Category: Business Law
Expert:  Richard replied 7 years ago.

Good afternoon....I would suggest you either form an S Corporation or a Limited Liability Company. Both are flow through entities so there is no risk of taxation at both levels and both protect your personal assets from exposure to entity liabilities.

 

To form the S Corporation...you will need to file Articles of Incorporation with the Secretary of State. You will then need Corporate Bylaws and an Organizational Consent document. You will need to file an S Election form with the IRS and obtain a Taxpayer ID from the IRS.

 

To form an LLC....you need to file a Certificate of Formation with the Secretary of State. You then need to prepare an Operating Agreement setting forth the rules and agreement of the LLC. You will need to obtain a Taxpayer ID from the IRS.

 

Both entities are pretty inexpensive to form and operate.

 

 

I hope this has given you the guidance you were seeking. I wish you the best of luck!

 

 

 

The information given here is not legal advice. As all states have different intricacies in their laws, the information given is general only. This communication does not establish an attorney-client relationship with you. I hope this answer has been helpful to you.

Customer: replied 7 years ago.

Hi:

 

This is pretty much the answer I was looking for however I would like a little more clarification to determine if I will go with an 'S Corporation' or 'LLC'. Apart from the mechanics of setting either up, which you described well, are there any advantages/disadvantages to either of them down the road? - i.e. after one has already been set up. In other words, for my situation as I described it, if I had the option of choosing between having an already-setup S Corp. or LLC, which would you recommend for a single-person entity, most of whose expenses will be travel and PC equipment? Thanks.

Expert:  Richard replied 7 years ago.

I would do the LLC....One...it has no restrictions as to who can be shareholders should you have any additional owners down the road. Two...as a single member LLC, you need not file a tax return for the LLC. Three...The structure of the LLC with an Operating Agreement makes it much easier if down the road you need additional capital and you bring in new owners and need to provide for preferences of the return of capital.

 

 

I hope this has given you the guidance you were seeking. I wish you the best of luck!

 

 

 

The information given here is not legal advice. As all states have different intricacies in their laws, the information given is general only. This communication does not establish an attorney-client relationship with you. I hope this answer has been helpful to you.

Richard and other Business Law Specialists are ready to help you
Customer: replied 7 years ago.

Thanks, XXXXX XXXXX going to accept this answer. However if you could please enlighten me on one of the terms - "Flow-through entity". ??

 

 

Expert:  Richard replied 7 years ago.

My pleasure...It means that the entity itself does not pay taxes...rather all the taxable items of the entity "flow through" do the tax returns of the owners by way of a K-1 which is attached to the tax return of the entity. In the case of a single member LLC, the LLC doesn't even have to do the return...rather you just report everything on Schedule C of your 1040.

 

 

I hope this has given you the guidance you were seeking. I wish you the best of luck!

 

 

 

The information given here is not legal advice. As all states have different intricacies in their laws, the information given is general only. This communication does not establish an attorney-client relationship with you. I hope this answer has been helpful to you.