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View Full Version : Llc, s corp, or c corp?



scottylmt
05-01-2012, 10:09 AM
Any advice here would be great.

I own my clinic in s corp style and I literally get off Scott free with taxes.

Obviously im going to consult my accountant as well but im curious as to how you pros have yours set up, and also why you chose that if you'd be open to talking about it?

Thanks
Scott

BigT
07-09-2012, 01:50 PM
An LLC is used for partnerships, but there are disadvantages. Check with an attorney but I dont think you are protected as an individual from lawsuits under LLC (friend of mine is being sued now under an LLC). I filed Corp S to both protect myself from lawsuits and for the tax advantages. Straight Corp has some pretty onerous tax implications.

If you are an individual, starting a haunt, looking for some form of protection - Corp S is the way to go and easy to do. Read up on it though - there are some responsibilities with Corp filings like regular board meetings (they must be documented) and a salary (although it can be minimum).

screamforadream
07-09-2012, 05:10 PM
LLC all the way.

It really depends on what you plan to do, but LLC's are much newer in the legal system and aren't fully understood by everyone yet.

They do separate you from your business, i.e someone can sue your business for damages, and you can claim bankruptcy and the issue almost disappears completely.

It is NOT just for partnerships, it's very good to have even if you're by yourself!

Read up on it, it's easy to understand and possibly the best to do as far as haunted attractions are concerned, also to touch on the s-corp notion, you can choose to taxed as an s-corp with an LLC.

Here's a good article for you that doesn't involve a ton of boring paragraphs, but it touches all the important pieces of an llc

http://llc.net/llc-benefits

BrotherMysterio
07-09-2012, 05:15 PM
This type of question has Allen Hopps' and Greg Chrise's names written all over it. There's one financial adviser that basically recommends doing all three in some very creative, protective ways, but that also involves protecting your personal assets as well from other various predatory business practices.

C.

Jim Warfield
07-09-2012, 07:36 PM
When this subject came up there were some on here who explained how LLC's worked, then someone else came on and said different states and Judges see them differently, sometimes offering no protection at all!?
I have noticed that some very large companys are LLc's or at least they were?
Maybe much of this has changed? Maybe it is still all up for interputation?

fearforyourlife
07-09-2012, 07:49 PM
I went with LLC. Seemed like the best route for a new haunt as assets won't be huge yet, and it is less tedious in terms of board meetings, minutes etc. LLC absolutely protects the individual....this is why it is called a LIMITED LIABILITY CORPORATION...

Greg Chrise
07-09-2012, 08:23 PM
You can be a sole proprietor and still not pay taxes, that just means you spent all the money except for about $8500 per year on what ever it takes to do business.

You protect what you have with insurance. Good insurance. Filing for some fancy title might be a factor if there truely are multiple people vested equally into something. Generally starting out you start small and spend money on such things when and if you make money. Giving your self and others a title doesn't protect you from lots and lots of things. In fact you just announced to every telemarketer and attorney in the world, every credit register and business magazine that you have arrived into the wonderful world of having money to spend or liabilities to be pilfered and need all these other things that you really can do without.

You have also taken away some of your freedoms about how you are classified with employing people and what the feds say you must provide coverage on them. You've spent thousands to be someone and still do not have a place to make money or the tools to make money or the methods to make money. Bankruptsy never happens if you have insurance that covers what ever happens in proper dollar figures.

And then if you have nothing to begin with, what exactly are they going to take away? Having a company sounds like a thrill but it is like filling out dozens of forms a year to keep current, paying money on everyone of those forms regardless of actual income you are all of a sudden liable for said amount of money. So yes, even the government welcomes you to the world of taxation. Which you really shouldn't claim to be liable for until you have made an actual significant income from some enterprise.

Other fun facts are once you have one company, you really aren't for tax purposes supposed to have a bunch of other corporations or businesses, it is all supposed to be one filing no matter what the trade names of your businesses are unless they get to the point of being publicly traded. I don't know of any haunt group that is cycling a billion a year.

It is all small businesses, under 250,000 per year. Can't be liable for more than it actually makes or holds in assets unless you make it to be that way. If you want attorneys and such, guess what insurance really does, it assesses risks and goes to court for you if there is a problem or they just pay and raise your rates if it is a low amount. Plus on your way to being a millionaire, one thing you can do is mark up the expense you legitimately had by having to buy insurance if there are other parties involved in an event and this is the reason you need to be paid and recieve your mark up in the form of real payment. All of a sudden it seems you made everyone else liable for YOUR expenses instead of set yourself up to feed the world from money you don't have or other people's money you will ultimately owe.

Sure you can file bankruptcy but you are still a loser at that point. If you have no real assets, and a pile of rotting latex and plywood are not assets, then what are they (and who is they) going to take from you.

I will win any game of pool. Not because of my mastering the stick and ball or any skill what so ever. I will push crudely all my balls in front of all the pockets if they don't go in. You can't put your balls in the holes unless you push mine in and you lose the next shot because you did do that. Just by shear math skills and defensive posturing, my balls all go in first and I win. Doing what other people say you should do works the same way. When the time is right I can run the table and put all the balls in the pockets because they are all inches from the pockets. Not until everything is locked up and just in the right place. When the math begins to sway where the other guys numbers are coming down on the table. Then it is time to get serious and use the force. Not show up in the beginning with an embroidered robe and posse of hot chicks chalking my stick for performance value. Winning because there was some real possibility of winning even among people that spend thousands of hours doing that one skill looking for a new sucker.

If you put your two dogs and grandma on there just to be a corporation, everyone loses their kibbles and bits. And another tremendous fun fact is you might also want to research how much it costs in time and energy to close this wonderful entity and you are generally doing this because you went broke or there is no more viable work for you, not because Warren Buffet bought your plywood stash.

Even your insurance rates and coverage will be based on how wide ranging you stuck your imaginary profile out there. Being successful is entirely different than being popular. If financial people know your name you are getting screwed. If attorneys know your name you are being shaked down for $6500. If the government says you declaired yourself to be a corporate entity you probably need to be investigated and tracked for income by about 5 different departments. Each one has hours of forms for you.

No shit, make money first, proclaim to be somebody when you are somebody. In the beginning spend the money on the tools of the trade.

tonguesandwich
07-09-2012, 08:47 PM
On all my Biz I do an LLC that reports as an S-Corp. My LLC/Scorp pays my wife and I a salary that covers the things that aren't Business expenses. Two separate bank accounts, credit cards etc..... Thats how we roll and it works out well.
....and like Greg says good liability insurance on top of that.

BrotherMysterio
07-09-2012, 09:31 PM
You protect what you have with insurance. Good insurance.

What kind of insurance, specifically?


In the beginning spend the money on the tools of the trade.

. . . and actually learn the trade!

I've seen so many people who want to start their own haunt bristle at the idea of working at another pro-haunt to learn the business. "What, work for the competition!?!"

(Fortunately, no one I've talked to has yet adopted this mentality, but, still . . . )

C.

Darksidestew
07-09-2012, 09:33 PM
Tongue is right! I just went through a suit as a LLC and they could not touch me at all. Every e mail or document that you use for business should end with your company name and most importantly LLC printed clearly. If a document does not have it printed on it they will hold it against you and try to get the judge to drop the LLC and go after you personally or both.

Darkside

Skeered
07-09-2012, 09:54 PM
I filed LLC. Accountant said I did not make enough for S corp and not to mess with C corp. Also needed additional members to be a S corp. Lawyer said use LLC to separate myself and my business. If I do something stupid I still get sued and personally. If an idiot helper/volunteer does something stupid then that is where the LLC comes in. The haunt only owns the crap inside the building. Also with LLC I have to sign a rental agreement with myself for my haunt so that my haunt stays separate legally. You can't bypass the social security taxes by trying to pay yourself rent though. With LLC you have to keep every little detail separate and not mingle credit cards, checking accounts, etc. etc.

fearforyourlife
07-10-2012, 09:53 AM
Just a thought...how about having customer print and sign a release from liability form before entering the haunt?

screamforadream
07-10-2012, 09:15 PM
Just a thought...how about having customer print and sign a release from liability form before entering the haunt?

That's a scary and separate scenario all together! 1) You can't feasibly check ID's of everyone, so lord knows if theyre signing their name or putting down Mickey Mouse on those forms, and 2) It won't hold up in court if anyone under the age of 18 signs it.

Spend the few hundred bucks it takes to create an LLC, pay a lawyer another few hundred to make sure its done right (In CT there's a couple hundred dollar filing fee, i dont know about your state) and make sure you just say youre an LLC as often as possible, makes things MUCH easier.

Personally, I am AWFUL at book keeping, I forget to keep receipts ALL the time. I'm still working with my partner on getting a separate checking account, right now it's just us doing what we can afford when we can afford it and as each thing comes along, just so we don't really bankrupt ourselves (even though he's assuming a much larger chunk of financial risk and I do more of the actual labor part), neither of us keep receipts or anything and I'm TRYING so HARD to work on that lol, my accountant is going to hate me come November!

fearforyourlife
07-11-2012, 10:00 AM
That's a scary and separate scenario all together! 1) You can't feasibly check ID's of everyone, so lord knows if theyre signing their name or putting down Mickey Mouse on those forms, and 2) It won't hold up in court if anyone under the age of 18 signs it.

Spend the few hundred bucks it takes to create an LLC, pay a lawyer another few hundred to make sure its done right (In CT there's a couple hundred dollar filing fee, i dont know about your state) and make sure you just say youre an LLC as often as possible, makes things MUCH easier.

Personally, I am AWFUL at book keeping, I forget to keep receipts ALL the time. I'm still working with my partner on getting a separate checking account, right now it's just us doing what we can afford when we can afford it and as each thing comes along, just so we don't really bankrupt ourselves (even though he's assuming a much larger chunk of financial risk and I do more of the actual labor part), neither of us keep receipts or anything and I'm TRYING so HARD to work on that lol, my accountant is going to hate me come November!

I totally agree on the LLC thing. I wasn't saying not to form an LLC, I was more saying to add an extra layer of protection after you form an LLC by having people sign off. I do agree they can sign any name and I wouldn't want to check ID's, however I believe if you put up a sign that says signing the sheet is required to enter, and it says on the back of the ticket that they agree to sign before entering, a person should be covered. Of course if the house had something happen that caused an injury they (the house) would be liable, but if a person tried to claim something ridiculous the house would be protected.

riverswampboat
07-11-2012, 01:17 PM
Am I missing something? If a person created an LLC then leased his building to said LLC/Haunted House and did'nt have expensive liabilty insurance, if someone sued all that would be at stake is the haunted house and its assets?? Not the building or the owner's personal assets....??

BigT
07-11-2012, 02:05 PM
Good inputs guys ... I am going to review the LLC angle. I have a friend currently under an LLC being sued by a number of companies for contract issues, etc, so it will be interesting to see how she fares as they are suing both the LLC and her personally.

Either way I found it easy to establsih either one and not very expensive. Just cost me the fee to file with the state (S-Corp) which was like $150. Legal Zoom wanted something like $600 to do the filing!

fearforyourlife
07-11-2012, 03:51 PM
Big T I almost fell for the legalzoom thing. Then I figured out how easy it was to file by myself. Saved myself hundreds that I was able to put into props instead of some other companies pocket for something I can do myself.

BrotherMysterio
07-11-2012, 04:27 PM
Am I missing something? If a person created an LLC then leased his building to said LLC/Haunted House and didn't have expensive liability insurance, if someone sued all that would be at stake is the haunted house and its assets?? Not the building or the owner's personal assets....??

When people "incorporate" or create a managing corporation for anything they are working on, if something does go wrong, and someone is going to get sued, usually it is the corporation that gets sued. We all know that. Ergo, using tools like corporations are popular.

However, what a lot of people don't know or realize is that if the offending act in question is particularly egregious, and if the proverbial man behind the curtain seems to just be hiding "behind the corporate veil" (the technical term for it) so as to avoid liability (for instance, sitting on a net worth of millions of dollars, while the corporation is penniless), then a court can elect to "pierce the corporate veil" and go after the man himself, deeming the article of corporation merely a facade or front. And mind you, this is with a corporation, one of the most powerful tools you can use to protect yourself.

So, that said, I have to wonder . . . is an LLC any less "pierceable"?

This all reminds me of when the former British PM Neville Chamberlain got off the airplane in 1938 and started waving around a copy of the Munich Agreement in front of the press and film cameras, calling it "Peace in Our Time", thinking that some flimsy piece of paper was going to hold back the nazi war machine, which obviously it didn't. He resigned and died in disgrace, two years later.

This also reminds me of another piece of paper, fashioned into a table tent and that sat on my desk. It had a quote from the President and CEO of the telecom company I worked at, who had built it from the ground up. (Apparently they had passed these out at some function, and I inherited one.)

It said "Leave Absolutely Nothing to Chance".

I'm sure all of these legal designations are great for what they do, and probably make it easier to set certain things up as you go, but I doubt that they completely remove all liability and probably have less protective power than people generally seem to give them credit for. I think it would be very interesting for an attorney type to weigh in and offer some real world insight on this subject. It would probably prove quite illuminating. I know I'm not an expert, and would like to see how they play out in the real world.


Big T I almost fell for the legalzoom thing.

"All I wanna do is a legal-zoom-zoom in a boo-room!!" :D

iKKONgfNONU

*sorry, couldn't resist*

C.

fearforyourlife
07-11-2012, 05:20 PM
BAHAHAHAHA! I can't believe you referenced Wrecks-n-Effect! Bahahahaha! Awesome!

pickle
07-11-2012, 07:20 PM
C,

Aaahhh, love that word...as in piercing the corporate veil? Yeah in my S- corp building biz I've been involved in a few legal battles in the past 22 years. I had this one attorney trying to get me for "piercing the corporate veil" (meaning I was intermingling funds personally...which you cannot do!) So after dragging his client through the drudges & billing him umpteen hours at $400. an hour, he couldn't find one freaking document that I forgot to sign as Prez. or any piercing going on. So just for the BS he put me through, I counter sued his frivolous lawsuit ass...and won! I love saying that!;) Seriously though, one thing I've learned through the years...if someone wants to bring suit against you they can & you have to defend it regardless of what entity your trading under. So I say, consult with an biz attorney (because every persons scenario is different) and he should be able to guide you in the direction that best protects you. Believe me all...I've been run thru the ringer (not in the haunt biz yet!) but in my building biz & if you don't have your ducks in a row & a good legal team you will get chewed up (sometimes even if you win). Consider it a biz expense & get it right from the get go. Sad, but it is the world we now live in...you know..."what can my lazy, non-working ass get from this filthy rich haunted attraction owner & his insurance"? Oh by the way...don't waste your money on those signed releases...they are pretty much useless. Any good lawyer will literally tear those up. Can you tell I'm fond of attorney's?;) LOL Only the one's protecting MY interest!:D LOL Juuusssttt my two cents!



P.

tonguesandwich
07-12-2012, 12:47 AM
Keep in mind there is 26 ways a corporation veil can be pierced. You can set up LLCS that report as S Corps (That's what I do) or just an S-Corp or LLC online yourself, an accountant or lawyer can do it. If you're not making money yet I would go with an LLC. You can use The Company Corporation who are suppose to be really good and will give you 50K in legal service if your corporation is pierced. Anyone can sue you for anything no matter what you do! An LLC protects your personal assets but that doesn't stop someone from going after them...you just have a better chance of the judge dismissing it.
Again this isnít legal advice this is just how I roll.

https://www.incorporate.com/

Skeered
07-12-2012, 08:44 PM
However, what a lot of people don't know or realize is that if the offending act in question is particularly egregious, and if the proverbial man behind the curtain seems to just be hiding "behind the corporate veil" (the technical term for it) so as to avoid liability (for instance, sitting on a net worth of millions of dollars, while the corporation is penniless), then a court can elect to "pierce the corporate veil" and go after the man himself, deeming the article of corporation merely a facade or front. And mind you, this is with a corporation, one of the most powerful tools you can use to protect yourself.


What BM describes is the owner being brought in due to actions or inactions of the owner. I'm thinking Enron. If someone sues your company and you honestly didn't do anything wrong you can still be sued by mingling personal and haunt monies. Using your personal credit cards for haunt expenditures. Dipping into the haunts funds for personal use. The hearse you drive around for advertising is in your personal name and not your haunts. etc. etc. etc. The property is under your name and not the haunts. That's why I had to rent my building to myself under my haunts name. An accident happens on your location and there is no rental agreement, aw hell I'm going after the land owner too! That simple.

C&D_Haunts
07-12-2012, 08:56 PM
C corp is just not a good idea for any small business because you get taxed twice on the companies earnings if you ever take money out of the company.

With an S-Corp or an LLC taxed as an S-Corp you can essentially avoid paying payroll taxes on roughly half of the Corps earnings. To keep out of trouble with the IRS you should pay yourself a salary that is roughly half of your yearly income, then you can take the other half as a distribution, which will keep you from paying the roughly 15% payroll tax on the distribution (but you are still paying income taxes on the entire amount of the Corp's earnings).

If you do an LLC taxed as a partnership you pay self employment (payroll) taxes on every dollar of the Corp's earnings, but you can legally avoid paying workers comp by being taxed as a partnership IF you don't have any employees (there are many ways to pay actors without making them employees).

Not trying to brag, but FYI I am a CPA who does taxes for a living.

tonguesandwich
07-13-2012, 12:18 AM
C corp is just not a good idea for any small business because you get taxed twice on the companies earnings if you ever take money out of the company.

With an S-Corp or an LLC taxed as an S-Corp you can essentially avoid paying payroll taxes on roughly half of the Corps earnings. To keep out of trouble with the IRS you should pay yourself a salary that is roughly half of your yearly income, then you can take the other half as a distribution, which will keep you from paying the roughly 15% payroll tax on the distribution (but you are still paying income taxes on the entire amount of the Corp's earnings).

If you do an LLC taxed as a partnership you pay self employment (payroll) taxes on every dollar of the Corp's earnings, but you can legally avoid paying workers comp by being taxed as a partnership IF you don't have any employees (there are many ways to pay actors without making them employees).

Not trying to brag, but FYI I am a CPA who does taxes for a living.

Yeap... I would go with C & D Haunts says. I do believe the 50% is the conservative view. In high income situations It would not apply. Do you agree with that C&D?
I pay myself and wife a salary and in our state we still have to pay unemployment tax for my wife and I ..in case we fire ourselves (Nuts).. however they just raised the tax to over 60K in wages per quarter..so for the first year we have escaped that tax.

BigT
07-13-2012, 10:55 AM
C&D you mentioned something that has piqued my interest. My current accountant has shown me how to "post" expenditures for teh corporation when using my personal funds and or credit cards. Simply making journal entries. But what I am hearing from you is that this is not good, and everything should and must be paid through the corporation?

With this being the case, I am assuming than the officers would need to "loan" the corporation funds (we are in the early stages so personal funds are providing OPEX)?

C&D_Haunts
07-13-2012, 02:41 PM
The surest way to keep yourself out of trouble would be to make a capital contribution into the company using your own personal funds, then once the funds are in the company pay the expenses. You are absolutely allowed to take money out and put money into your own company, and this does not pierce the veil. Just write a check out of your personal account, deposit it into the company's bank account, then pay your expenses out of the company account. This is the "best" way to do it and avoid trouble. Making journal entries for these purchases is probably the second best way, but I'm not a lawyer and I don't know how easy it would be for a prosecuting attorney to nail you for just making journal entries. But if you go the route of making a capital contribution into the company you really don't have anything to worry about.

BarnofTerror Noblesville
07-13-2012, 03:29 PM
Has anyone used legal zoom for an LLC for Indiana? Their website has a $99 economy llc startup. Seems easy enough but what am I not getting it seems a little to easy??