Ordinarily a startup should be a C corp. It's cheaper to be an LLC, but if you plan to succeed, you may as well do things right from the start.
With an LLC profits don't get taxed twice like in a regular corporation. So it makes sense to be an LLC if you expect to have substantial profits, but don't expect to grant options, sell shares, or get bought. Consulting firms and law partnerships are often LLCs. YC is an LLC.
The big reason why C corps are preferable is because S corporation shareholders can only be people -- not other businesses, like VC firms. (S corps also can't issue preferred stock.) An S corporation can't take venture capital without first reverting back to C corp status. But an S corporation can save a lot of money on taxes.
But although many of our businesses want venture capital, most are unlikely to get it. In fact, I'd hazard a guess that more tech startups will have income than will have external corporate funders. (This usually happens when the founders need some money, so they put their original idea on hold and do some consulting for a while. Eventually they're doing exclusively consulting, because it pays well, or at least it pays off quickly.) By that point, you're probably unlikely to remember the tax consequences and switch to an S corp.
Why not start out as an S corp, and switch to a C corp iff you acquire VC or sell preferred stock?
The startups we've seeded are more likely to get funding than to consult on the side. When they do consult on the side they do it as individuals, not as the company.
You're right - an LLC is not taxed like a regular corporation. However, neither is an S-Corp.
If I remember correctly from my corporate tax class, both LLCs and S-corporations are generally treated as "pass through entities" (if the appropriate elections are made). Therefore S-Corporations are not subject to double taxation.
Another interesting note: In some cases LLCs can be taxed as corporations (and therefore subject to double taxation), if the founders don't file the appropriate form.
Just to be safe, if you're forming an LLC, you want to file form 8832 and elect to be classified as a partnership (if there's more than one partner), or "disregarded as a separate entity" (if you're all alone). DO NOT elect to be treated as a corporation - unless you want to be taxed as such.
Our actual product is different than our original idea when we formed the LLC although it uses technology from the original. What do you think of the idea of forming a C corp for the new application that is then owned initially by the LLC? (Our idea is to have core technology provided by the original LLC to a series of applications)
These multi-company organizations are almost always a bad plan. And even if they weren't, all investors think they are, so this sort of thing is a big red flag.
Let's say you have developed your own programming language/infrastructure, such as Arc or GOAL or whatever. You want to use your tools for a new venture because they give you a lever your competition doesn't have. On the other hand, if the venture doesn't work out, you don't want your language/tools to be part of the liquidation, so you are not deprived of them in the future.
This is impolitic, but if you were starting a new venture and Arc were ready to be used in production, would you want to put it into the new company and, if not, how would you handle investors? This is a little more than hypothetical since you are using Arc in Ycombinator business, but it seems like a different situation than when forming a company with investors you barely know.
Thanks, that is good to know. So if we create a new C corp with our new application and build in an API, then create an add-on service with our original LLC later that can add value to the new application, the investors would be less worried?
The issue is that we have a code base for the first company (Coding started about 6 years ago) that we want to develop into a different and much bigger product. The problem is much harder than our current startup, and we wanted to use the startup to help finance the bigger problem. We want to leave open the option of selling the startup and don't want to risk having to give up the legacy code and ideas which we think could be a dramatically bigger company. (The first company owns all that code). Once we develop the first ideas under the LLC further, we would have to convert it into a C Corp before going for investment. In the meantime, the LLC can own that code at low expense.
Well, you know more about your situtation than I do, so I'm not going to second-guess your strategy. But this does sound a little complex -- too complex for YC News to be much help. A $200 consultation with a lawyer might prevent a big headache later.
With an LLC profits don't get taxed twice like in a regular corporation. So it makes sense to be an LLC if you expect to have substantial profits, but don't expect to grant options, sell shares, or get bought. Consulting firms and law partnerships are often LLCs. YC is an LLC.