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有限責任公司與股份有限公司

LLC VS Corp

當您準備開展一項商業活動,選擇合適的企業形式尤為重要。最常見的兩種企業形式是有限責任公司與股份有限公司。

股份有限公司

股份有限公司是一種傳統的公司形式,一般適用於大型企業。作為獨立實體,股份有限公司能與公司擁有者區分開來。股份有限公司需要嚴格的管理與稅務記錄。股份有限公司能有效保護股東,將個人責任最小化。

股份有限公司的所有者被稱為股東。公司會發佈一定數量的股份,而擁有股份的比例代表該股東持有公司的比例。股份可以在股東之間流通。股份有限公司具有永久實效性,意味著如果公司所有者離世,公司仍然存在。公司的管理機制非常嚴格,必須成立董事會,宏觀操控公司,然後雇用行政團隊,具體管理公司。年度董事會議和年度報告必不可少。

公司的存在為公司的成員起到保護作用,稱為公司屏障。這樣一來,公司的的債務或訴訟就不會牽連個人財產。如果公司無法償還貸款,債權人無法追究公司中的個人。這樣能確保公司的其它董事會成員不會為一位董事的錯誤決策而付出代價。但是股份有限公司的劣勢體現在稅務體制上。公司盈利會被徵稅,而在日後當這些利潤發放給股東們時,會被二次徵稅。

有限責任公司

一個有限責任公司(LLC)的所有人稱為公司成員。每個成員擁有公司的一部分。公司所有權的移交相較於股份有限公司比較困難,因為每名公司成員都必須同意公司股權的轉讓。根據各州的不同規定,一個LLC也許會因為一位成員的離開而註銷。LLC相比股份有限公司,更像是一個合夥團隊。LLC的成員無需正式的頭銜,也無需組建董事會。建立一個LLC,既能讓您與他人以合夥的形式開展業務,又可以得到近乎股份有限公司擁有的法律保護。

與股份有限公司一樣,LLC的成員也受到「公司屏障」的保護。只有在極其特殊的情況下,比如公司內部的欺詐行為,違規成員才會被追究其個人責任。

LLC相比股份有限公司在管理機制上更為靈活,稅務記錄的程序相對簡單,需繳納的稅務較低,稅收結構也比較有優勢。公司的利潤直接分發給成員們,作為他們的個人所得稅進行徵收。

選取哪種公司形式取決於您從事的商業活動的業務內容和經營範圍。股份有限公司更適合架構複雜的大型企業,當公司需要資金時,公司可以發放股份給投資人和員工。LLC更適用於小型企業,能讓您在建立合夥關係時更靈活方便。

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