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Written by : Harris Classen
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all right Clint Coons here with Anderson business advisors and in this video I'm going to discuss the difference between using a corporation versus a limited liability company for real estate investing alright so this comes up a lot you know should you create a Corp or an LLC most of you if you're watching this video probably thinking you need a limited liability company and I see it all the time when I run into new investors I asked him what type of entity you create why I created an LLC why well everybody's doing it why wouldn't you I was told from my local practitioner I needed an LLC for asset protection or I went to a really D and I was told I need to create a limited liability company ok LLC's are great don't get me wrong we use them exclusively for holding assets such as rental real estate or flipping property but it doesn't necessarily mean they're always the best entity of choice for real estate investing because at the end of the day you really have to understand what is it that you're trying to accomplish you know if you're setting up an LLC it's more than just setting up the LLC how's it gonna be set up as a member managed vs. manager managed do you want anonymity or is anonymity not important to you do you have you made an investment in getting real estate education would you like to make sure that you can write off that entire investment that's important where at what state do we set it up in so these are many of the questions that come up over and over again when I'm teaching my asset protection workshop people will be in there and I'll ask I'll say you you know they deem it here create an LLC and a bunch of hands will go up and I'll say all right what type of LLC did you set up people just stare at you oh my god well it's an LLC not realizing there are different forms of limited liability companies that have different purposes so should you use a corporation or limited liability company for your real estate investing well what I'm going to determine when we're setting up this structure what we want to look at for your investing is what type of investing are we engaging in so if you're going to engage in buy-and-hold investing then obviously yes we're going to use an LLC for buy-and-hold investing now the reason we're using the LLC is because what we want is flow through tax treatment that's what you can get with a with a limited liability company because you can elect to have a treat as a disregard a partnership or an S corporation that's flow-through treatment now for for many individuals what we're going to elect with these LLC's is we're gonna choose either partnership if there's more than one owner or we're gonna choose disregarded if there's just just one owner in the LLC and not necessarily S corporation tax status and I'm not gonna go into that right now because it's it's beyond this video but the point is for buying hold will definitely do an LLC that makes sense for those individuals now if you're going to invest in tax liens or deeds same thing you can do that through an LLC as well so tax liens and deeds indeed we can use a limited liability company and again we're gonna be looking for flow through treatment flow through tax status on that LLC and we're setting them up you may want to either set them up as member manager manager manage dependent if you want anonymity and again that's a different video so how about if you're flipping okay flipping property so buying rehab well in this case we're we're going to oftentimes do an LLC or a corporation all right now here's what's key to understand here should you use an LLC or a court well flipping what I'm concerned about is the tax status I don't want you to be tagged as a dealer in real estate so to avoid dealer status we need to set this up as either an S corp or AC Corp to avoid dealer status because if you get tagged as a dealer because if you wholesale property or flip property then there are a number of negative tax ramifications that come from that now if you just set up an LLC that's a flow-through partnership or disregarded you're a sole proprietor it's gonna blow you up at the end of the year so we want to minimize that so we can do an LLC tax as a C or an S corp and that would work fine or we can do a corporation tax as a C or an S corp so which one am I going to choose well the question I'm going to ask you is did you incur a bunch of expenses to get to where you are today you know I work with a lot of people that come to our workshops that have been through various real estate trainings where they maybe drop down ten twenty thirty thousand dollars and I know you want to be able to write that off so if you want to be able to ensure that you've covered every way in which you can deduct that expense then you're going to want to go with a traditional corporation and the reason why you're gonna want to do that is for what's referred to as 1244 stock loss treatment stock loss because that is only available to a Corp S or C and what it means is this that should you find that real estate investing that isn't working out for you or things happen in your life you have to quit any monies that you invested into this company and namely you the investment you made to learn how to invest in real estate it's something I would attribute to that company you can then deduct that on your 1040 in the year in which you shut down your company if you made this election and you have to make it at the beginning you cannot make the selection later on it has to be made when you formed your company so 1244 stock loss treatment is only available to corporations and it gives you an additional out if you're making money in real estate you can write it off the expense through the company itself on an LLC tax as an S or C Corp or traditional corporation with that election but if you decide that hey real estate investing is not for me and you still want to capture those expenses then I would go with the corporation and not the LLC for my flipping activity because with the LLC when you shut it down you need the investments you've made in there that you that you've not recouped then you can write those off but if you don't have the right type of income you're gonna carry it forward and you're only gonna be deducting three thousand dollars a year I ran into someone who had $50,000 when he called us up and luckily we'd created a corporation for them and their CPA didn't understand this 1244 stock loss and so the guy that called us up and said listen he's writing off three thousand dollars a year I'll be dead before I capture all of this said no problem we'll just amend your return we'll pick up the twelve forty four which should have been done because we set it up for you at the outset with that in mind so when it comes to investing in real estate corporations versus LLC's what we're really focusing on is the structure depending on if you have investments into that company you want to be recoup at a later date at high expenses to get it started we're also looking at tax status okay so what's really important here is you make the proper tax election for the LLC that corresponds to the t
Thanks for your comment Leesa Konarik, have a nice day.
- Harris Classen, Staff Member
this is bigger pockets daily real estate investing education for your ear balls the following article was first published on biggerpockets.com blog we'll link to it in the show description but you can see the photos comments and related articles llc versus s corporation which is better for real estate by scott smith disclaimer this is designed to provide general information regarding the subject matter covered it is not intended to serve as legal tax or other financial advice related to individual situations consult with your own attorney cpa and or other advisors regarding your specific situation because protecting personal assets from liability is an important consideration when starting a new business many self-employed real estate investors organize their companies as a type of corporation or limited liability company llc two common choices among small business owners are s-corps and series llcs i help my clients set these up to protect their assets plan their estates and help avoid paying unnecessary taxes while your unique situation may call for a customized approach i've put together this quick guide to help you decide whether an s corp or series llc is the best business structure for your new venture s corporations and series llcs what are the differences while there are many similarities between s-corps and series llcs there are some critical differences between the two options tax status versus entity type the s-corporation or s-corp for short is not a type of legal entity but a tax status that the irs can grant a corporation on the other hand series llcs are a type of business entity created by state law fun side note llcs can also choose for the irs to tax them as as corporations for this guide i decided to focus on corporations with s-corp tax status shareholders versus members since s-corps are corporations they are owned by shareholders whereas series llc owners are called members the irs places the following restrictions on s-corporation ownership an s-corporation cannot have more than 100 shareholders s-corp shareholders must be u.s citizens or residents an s-corp cannot be owned by llcs corporations partnerships or many types of trusts conversely series llcs can be owned by an unlimited number of members and can have unlimited subsidiaries in series board of directors versus managers as corporations s-corps must be managed by a board of directors and officers with a series llc the owners can manage the company themselves or hire someone else to run the business required formal process versus no required formal processes like all corporations an s-corp must abide by statutorily required formalities to maintain its corporate status examples of common corporate formalities include creating and following bylaws issuing stock or shares holding at least one shareholders meeting each year taking minutes keeping accurate records a serious llc and its series are not required by law to follow these types of formalities however the irs does recommend that llcs follow an operating agreement hold annual meetings and document all significant decisions s-corps in series llcs what are the benefits while s-corporations and series llcs have their differences they can offer similar benefits to real estate investors liability protection both s-corps and serious llcs offer their owners protection from personal liability for the businesses debts corporations and llcs are considered separate legal entities from their owners this means that the businesses creditors cannot go after the owner's personal assets to pay company debts with the series llc you also enjoy asset protection between series a creditor cannot access the property of one series to pay the debts of the other pass through taxation standard corporations which are also called c corporations or c corps are subject to double taxation the corporation pays income tax on the profits and then shareholders must also pay income taxes on the dividends they receive both s corps and series llcs are passed through tax entities this means that the company does not have to pay corporate income tax but its profits or losses are passed through and recorded as the owner's personal income with pass-through entities income taxes are paid by shareholders or the llc members on their individual tax returns not by the business s corpse versus series llc what you need to know unfortunately the answer to this question is not black and white deciding between forming your new business as an s corp or a series llc can be confusing especially when both options offer similar benefits the choice is ultimately a personal one and will usually hinge on how you want your business to function there will always be pros and cons to any decision so make sure you take your time and consult with an attorney if you need help okay pretty good stuff right thanks for taking time to listen to this article and remember the bigger pockets calculators are powerful tools to help you make sound investing decisions you can get five free reports at biggerpockets.com calc and pro members get unlimited use i'll see you back here in 24 hours or less you
Thanks Keesha your participation is very much appreciated
- Harris Classen
About the author
I've studied physical fitness at Northwest Nazarene University in Nampa and I am an expert in econometrics. I usually feel restless. My previous job was printmaker (artist) I held this position for 19 years, I love talking about transit map collecting and mountain climbing. Huge fan of Steve Ballmer I practice cricket and collect paper currency.
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