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1. Company Formation
When registering a company, C corporation or C corp is the most common
corporation type, but it isn’t always the top choice for small business
owners. C corporations provide limited liability protection to owners, who are
called shareholders, meaning owners are typically not personally responsible
for business debts and liabilities. C corporations may also offer greater tax
advantages because of an expanded ability to deduct employee benefits,
which are most often used by growing businesses.
C corp advantages
C corporations typically provide a number of advantages:
• Limited liability protection. Owners are not typically responsible for
business debts and liabilities.
• Unlimited owners. C corps can have an unlimited number of
shareholders.
• Easy transfer of ownership. Ownership is easily transferable through
the sale of stock.
• Unlimited life. When a corporation’s owner incurs a disabling illness or
dies, the corporation does not cease to exist.
• Raise capital more easily. Additional capital can be raised by selling
shares of stock.
• Credibility. Corporations may be perceived as a more professional/
legitimate entity than a sole proprietorship or general partnership.
• Lower audit risk. Generally C corporations are audited less frequently
than sole proprietorships.
• Tax deductible expenses. Business expenses may be tax-
deductible.
• Self-employment tax savings. A C corporation can offer self-
employment tax savings, since owners who work for the business are
classified as employees.
WhychooseanScorporation?
S corps are corporations that have elected a special tax status with the IRS.
S corporations provide the same limited liability to owners (called
shareholders) as C corporations, meaning that owners typically are not
personally responsible for business debt and liabilities; however, S
corporations have pass-through taxation. S corporations do not pay tax at
the business level. They file an informational tax return but business income/

2. loss is reported on the owners’ personal tax returns, and any tax due is paid
at the individual level.
S corp advantages
Many small business owners form a corporation and elect S corp status for
pass-through taxation. Other typical advantages include:
• Limited liability protection. Owners are not typically responsible for
business debts and liabilities.
• Easy transfer of ownership. Ownership is easily transferable through
the sale of stock.
• Unlimited life. When a corporation’s owner incurs a disabling illness or
dies, the corporation does not cease to exist.
• Raise capital more easily. Additional capital can be raised by selling
shares of stock.
• Credibility. Corporations may be perceived as a more professional/
legitimate entity than a sole proprietorship or general partnership.
• Lower audit risk. Generally S corps are audited less frequently than
sole proprietorships.
• Tax deductible expenses. Business expenses may be tax-
deductible.
• Self-employment tax savings. An S corp can offer self-employment
tax savings, since owners who work for the business are classified as
employees.
Scorporationownershiprestrictions
Per IRS guidelines, S corporation owners (shareholders) must meet the
following criteria:
• Number 100 or less.
• Must be US citizens/residents (cannot be non-resident aliens).
• Cannot be C corporations, other S corporations, limited liability
companies (LLCs), partnerships or certain trusts.
Why choose an LLC?
LLCs provide limited liability protection to their owners (called members).
Typically, owners are not personally responsible for business debts and
liabilities of the company so creditors cannot pursue owners’ personal
assets to pay business debts.
Advantages of an LLC
Business owners stand to gain many benefits when they register a company

3. as an LLC. These benefits are, in many cases, unavailable to sole
proprietorships and general partnerships. Creating an LLC typically provides
the business owner with the following advantages:
• Limited liability protection. Owners are not held personally
responsible for business debts and liabilities.
• Pass-through taxation. Typically LLCs do not pay taxes at the
business level. Income/loss is reported on the owners’ personal tax
returns and any tax due is paid at the individual level.
• No ownership restrictions. LLCs do not face restrictions on the
number or type of owners.
• Flexible management. Owners have flexibility in structuring company
management.
• Fewer ongoing formalities. LLCs have less annual paperwork than,
and do not face the meeting requirements imposed on C corporations
and S corporations.
• Credibility. LLCs may be perceived as a more legitimate business
than a sole proprietorship or general partnership.
• Consent to add owners. Written consent of LLC members must be
obtained prior to increasing ownership in the company or adding new
owners.
Whychoosealimitedpartnership?
A limited partnership (LP) is similar to a general partnership while still offering
limited liability protection to some of the partners. In an LP, at least one
partner must be a general partner with unlimited liability, and at least one
partner must be a limited partner whose liability is limited to the amount of
his or her investment. Limited partners act as “silent partners” making a
capital investment much like passive shareholders in a publicly traded
corporation but having no involvement in the management decisions of the
business.
An LP allows for pass-through taxation, as its income is not taxed at the
business level. Income or losses are reported on the partners’ tax returns,
and any tax due is paid at the individual level. Limited partners can use
losses to offset other passive income on their tax returns. General partners’
losses can be used to shelter other income up to the value of their
investment in the partnership, since their losses are not usually considered
passive.
Advantagesofalimitedpartnership

4. LPs are especially appealing to businesses where a single, limited-term
project is the focus—such as the film industry, real estate or estate planning.
Advantages of LPs typically include:
• Limited liability protection. Limited partners are not typically held
responsible for business debts and liabilities.
• Pass-through taxation. Income tax is not paid by the business.
Profits/losses are reported on the partners’ tax returns, and any tax
due is paid at the individual level.
• Control over day-to-day operations. General partners have full
control over all business decisions.
• Flexible management. Partners have more flexibility in management
structure.
• Fewer formal requirements. LPs face fewer formal requirements and
paperwork than corporations.
• Additional source of investment capital. Adding limited partners
provides additional sources of investment capital.
OffshoreCompanyFormation
British Virgin Islands (BVI) isconsidered one of the oldest and most
respected offshore financial centres in the world. Currently there are over
480,000 registered companies as compared to the Cayman with only 85,000.
ThemainconsiderationsforformingaBVIcompany:
* Maximum security of assets includes the ability to transfer domicile
* The directors may protect the assets of the IBC for the benefit of the IBC,
its creditors and its members by transferring its assets to another company,
trust, foundation, association or partnership; and merge or consolidate with
any other company or foreign corporation in another accommodating
jurisdiction.
* International Business Companies are exempt from all local taxes and
stamp duty
* Maximum, confidentiality and anonymity are provided by BVI bearer shares
being available by the absence of any requirements to file any organizational
or accountancy information with the Registrar of Companies, (other than the
memorandum of Articles of Association), and by share registers being
available for inspection only by company registered shareholders or by order
of the BVI court.
* Ease of operation, maintenance and control are facilitated by flexible

5. corporate features.
*A BVI company can re-quire and re-issue their own shares.
*Shares can be issued for a consideration other than cash, with or without
par value, and be denominated in any currency.
* Only one subscriber and thereafter one shareholder is required.
* Single directord are permitted.
* Shareholders' and directors' meetings are not confined to the British Virgin
Islands.
* Books of account, records and minutes can be maintained outside the BVI.
* There is no statutory requirement to hold annual general meetings.
* BVI Business Company offers greater offshore asset protection benefits.
* The BVI government is stable.
UsesforaBVIBusinessCompany:
A variety of application are possible with a BVI Business Company,
including investmenst, property holding, financial management, trading and
copyrighting and/or licensing. Unlike many other jurisdictions, there are no
disclosure requirements, nor any minimum capitalization regulations, nor any
prohibitive license fees pertaining to trust and trustee companies for
application in private-label trust company, unit and mutual fund situations.
CostEffective
Formation is less expensive as compared with the more traditional centers
such as Bermuda, Cayman, Liechtenstein, Luxembourg, and Switzerland.