Note an s corp is a corp formed under state laws s

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[Note: An S corp. is a corp. formed under state laws. S corporation refers only to the corporation’s treatment for federal tax purposes] Has some aspects of pass through taxation Income - passes through to shareholders, not taxed at entity level Losses - only pass through to extent of shareholder’s “basis” Benefits of Limited Liability Companies Pass through taxation And All members can have limited liability (no GP’s required) All members may participate in management (as opposed to limited partnerships) No restrictions on number or type of members (as in S Corp.) What’s an LLP (Limited Liability Partnership)? In NY and most jurisdictions, “professions” are regulated e.g., law, public accounting, medicine, architects, engineers May only practice profession in entity forms permitted by law NY - Until 1970's, only sole proprietorships or general partnerships
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Professional Corporations Original intent to allow practice in corporate form to take advantage of retirement plans only corporations could utilize As enacted, allows some limitations on personal liability Contract - no liability Tort - only if committed or directed or supervised person who committed But corporate taxation, or at best S corp. treatment
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