50
50 Years of Legal Experience
CPA since 1970
Lawyer Since 1973
30+ Years of Entrepreneurial Experience
Direct Attorney Access
LLCs, Corporations, and S Corporations Require
Different Legal Planning
Legal strategy should reflect the transaction, the commercial relationship and the owner's long-term goals.
Limited Liability Companies
LLCs offer flexible ownership and management. A single-member LLC can be managed by its owner. A multi-member LLC can be member-managed or manager-managed. The operating agreement should define authority, voting, distributions, transfers, and the rights of each owner.
- Single-member and multi-member LLCs
- Member-managed and manager-managed structures
- Professional limited liability companies when permitted
- Operating agreements and ownership provisions
- Admission, withdrawal, and transfer of members
- Foreign registration for multistate operations
Corporations
Corporations have shareholders, directors, and officers. They require formal governance practices and may be better suited to certain ownership, investment, or compensation plans.
Arthur assists with articles of incorporation, bylaws, shareholder records, board and shareholder consents, stock issuance, and ongoing corporate governance.
- C corporations
- Professional corporations and professional associations
- Corporate bylaws and shareholder agreements
- Board and shareholder approvals
- Stock ownership and transfer restrictions
- Corporate record maintenance
S Corporation Elections
An S corporation election changes federal tax treatment. It does not replace the entity’s state-law structure. An LLC or corporation that meets the eligibility rules may elect S corporation tax treatment.
Potential payroll and income-tax effects depend on compensation, income, ownership, and other facts. Arthur helps clients identify the legal questions and coordinate the election decision with their accountants.
Governance Matters After Formation
Liability protection depends in part on treating the entity as a separate business. Owners should keep accurate records, use the correct legal name, document major decisions, follow required approval procedures, and avoid mixing personal and company assets.
Arthur can review operating agreements, bylaws, minutes, consents, and ownership records to help a company improve its governance practices.
Entity Changes and Reorganizations
Businesses sometimes convert from one entity type to another, change their state of organization, add owners, or reorganize before a transaction. These changes may affect contracts, licenses, taxes, ownership, and liabilities.
Legal and accounting review should occur before documents are filed or assets are transferred.
We proudly work with all types of entitles including Non-Profit Organizations
Frequently Asked Questions
Is an LLC automatically taxed as an S corporation?
No. An LLC has a default federal tax classification based on the number of owners. A qualifying LLC may file an election to be taxed as an S corporation.
Does an S corporation provide more liability protection than an LLC?
The S corporation election is a tax classification. Liability protection generally comes from the underlying state-law entity and the way the owners operate and maintain it.
What is the difference between a C corporation and an S corporation?
A C corporation is taxed under the standard corporate tax rules. An S corporation generally passes taxable income or loss through to qualifying shareholders. Ownership restrictions and other requirements apply to S corporations.
Can an operating agreement be changed?
Usually, yes. The amendment procedure depends on the existing agreement and state law. Changes should be documented and approved in the manner required by the governing documents.
Review Your Entity Before a Problem or Transaction Arises
An entity should support the way the business is actually owned and managed.
Arthur can help you form a new company, review existing governance documents, or evaluate a possible change in structure.
