Brad's Books and Organizations

Books

Books

Organizations

Organizations

Hi, I’m Brad Feld, a managing director at the Foundry Group who lives in Boulder, Colorado. I invest in software and Internet companies around the US, run marathons and read a lot.

« swipe left for tags/categories

swipe right to go back »

S-Corp’s vs. LLC’s

Comments (521)

Last week, I blogged an answer to the question “What’s The Best Corporate Structure For An Early Stage Company?“  A few people responded asking why I didn’t like LLC’s more.

While there are several advantages of an LLC over an S-Corp (ability to issue different classes of securities, ease of set up, informality of operating agreements, lower state taxes, non-US investors), venture funds typically cannot (or don’t want to) invest in LLCs.  When a VC invests in an LLC, they risk getting an income tax called UBTI (unrelated business tax income). This type of income is frowned upon by investors in venture funds partnerships and most funds have a provision in their fund agreements that they will use best efforts not to bring UBTI into the partnership. As a result, VC funds shy away from investing in LLCs.

The able minded entrepreneur says “yeah Brad, but I’m not ready for venture capital yet – I’ll just do an LLC now and convert to a C-Corp when I raise VC in a year.”  Ok, but in order to “convert” an LLC into a C-Corp, one actually has to go through a complete merger, whereby a new entity is created, which usually drops down a wholly owned subsidiary, that sub is merged into the LLC, leaving the LLC as the sub of the parent. In short, it’s complicated and makes the lawyers and accountants some extra cash.  Yuck.

In contrast, converting an S-Corp to a C-Corp is simply a “check the box tax election” (or – actually – “unchecking the box”) - this can be done in a day with a single tax form.  No lawyers, no accountants, no money.  Therefore, while the LLC has some benefits, the costs of converting the LLC into a fundable entity is substantially higher and usually not worth the additional effort.

  • Sean

    Another nice perk of the S-Corp is the ‘Corporate Disbursement’ — a fluid means of taking money back out of the company for whatever reason.

  • http://stakeventures.com/articles/2005/06/01/legal-structures-for-bootstrappers Pelle

    It’s good to see this particular reason for it. So if you are planning to have investors in the future it would be a good idea for an S Corp.

    I still think that it is better in the short term to go for ease of implementation and this is exactly where the LLC counts. If you reach the point where you want investors, then go do the conversion from LLC to Inc and accept the cost at that point.

    At early stages of a company the simplicity of an LLC keeps everyones focus on the business and not on future paper millions.

    It’s the same thing as scaling your web service. Do you set up an expensive clustered environment while the only people who visit your site are yourselves, your mothers and a stray uncle somewhere. Is it really worth the time, effort and cost of setting up a super flexible “enterprise” when you’re not even sure you have a business yet?

    As I have blogged about before there are some good reasons for when you should use C or S Corps, but unless you fit those reasons exactly I think it better to stick with LLC. One of these reasons it would appear is venture funding.

    • kevin

      Same provision can be created within a LLC, and therefore there is no need for the extreme money to create a C Corp now when funds must be preserved at the outset to create a business, not play with governmental paperwork.

  • http://stakeventures.com Pelle

    Just blogged a further piece called “Why the LLC is the Ruby on Rails of Legal Entities” which expands on my previous comment here.

  • Jeb

    This is fine everywhere except in Texas because down here, an S-Corp is subject to franchise tax and an LLC owned by a limited partnership is not.

    So if your business makes money, you can avoid a 4.5% tax by avoiding the S-Corp structure.

    Hopefully most VC’s realize the gains of a more tax efficient structure signals an entrepreneur who isn’t designing his business to sell it to VC’s, but it intent on making money.

    Which would you rather invest in?

  • http://www.feld.com Brad Feld

    Good comment Jeb. However, if I remember correctly (it’s been a while since I had a Texas company), the franchise tax in Texas for a company that is not making money is very small (

  • http://www.startupfever.com/archives/2006/02/13/s-corps-vs-llcs/ Startup Fever

    S-Corps vs. LLCs

    Brad Feld compares S-corps and LLCs:
    While there are several advantages of an LLC over an S-Corp (ability to issue different classes of securities, ease of set up, informality of operating agreements, lower state taxes, non-US investors), venture fun…

  • http://www.steve-lacey.com Steve Lacey

    I’m the co-founder of a two person (at present) startup and right now we’re making the decision on the company’s structure.

    We’re boot-strapping and have income for the current tax year (stock sales, spouses currently working), so it seems like the ability to right-off the pass-through losses from the startup as an LLC appears to be a good vote in favour of an LLC.

    The issue comes in that we expect to start looking for funding and investors will want a C-Corp.

    The answer would appear to be: start as an S-Corp now, and flip the C-Corp switch when needed, but I’m a non-US citizen so an S-Corp is out of the question.

    Key question: Do investors look unfavourably on a startup formed as an LLC (the “why the hell did you do that?” factor), but recognize the fact that we will need to switch to a C-Corp when needed to put financing in place?

    I.e. Will investors think we’re bozos for starting as an LLC, even when there is a valid reason (or two for it)?

  • http://www.feld.com Brad Feld

    Steve – in your case, I’d recommend an LLC given that (a) you are making money (and would benefit from better tax treatment) and are “expecting to look for funding” which certainly isn’t guaranteed any time soon. I don’t think a rational investor will look unfavorably on the LLC in your case since you are making money and can easily explain why an S-Corp won’t work for you given the foreign ownership.

  • Anthony

    I currently have an s-corp and my associate has an LLC. We’re talking about forming one company. If I make him a full partner, is it possible to take distributions in unequal amounts, i.e. not 50/50. We both work for an hourly rate and it’s possible that we’ll work a different # of hours or have a different rate. We want a set salary and take distributions.

  • http://www.feld.com Brad Feld

    Anthony – this shouldn’t be an issue. You should be able to draw a salary and make discretionary payments to each partner at different levels. In the case of either an S-Corp or an LLC, you’ll have an equity interest, but you can pay a “bonus” independently of ownership. You’ll be taxed at the ordinary income tax rate in any scenario, whether you call it a bonus, salary, dividend, or distribution.

  • Jon

    My question is…

    If a company was incorporated as a “C” corporation and then switches to an “S” Corporation, how long must it wait before any sale would be protected under the tax implication of the “S” Corporation?

    Many thanks in advance for assistance on this…

  • Jason

    Mitch,

    I’m not an expert on exempt organizations, but I do know that certain trusts, certain pension plans and more regularly foreign investors are very concerned about UBTI issues. In our particular case, our side funds (made up of entrepreneurs, individuals and foreign investors) are particularily sensitive to this issue. Most venture funds do have side funds with these types of investors and in order to keep pro rata investment allocations amoung the different sub funds, normally don’t invest in any entities that will generate UBTI.

  • Tim

    How come no one mentions the self-employment tax? Distributions from LLC’s are subject to the self-employment tax – distributions from s-corps are not. This is a relevant factor.

  • http://www.feld.com Brad Feld

    Tim – that’s a good question – I don’t have an immediate answer because I’m not sure about the difference in self-employment tax between and S-Corp and an LLC. I’ve always viewed the self-employment tax as “noise” in the system (I used to pay them at my first company), especially given the differential in base tax rate. But – it’s a good question and one worth me looking into.

  • TimTX

    Just got a good read on that at http://smallbusiness.findlaw.com/business-structures/corporations/corporations/corporations-compare-llc(1).html

    Excerpt:
    For an S corporation, the rules on the self-employment tax are well established: as an S corporation shareholder, you pay the self-employment tax on money you receive as compensation for services, but not on profits that automatically pass through to you as a shareholder. For example, if your share of S corporation income is $100,000 in 2004 and you perform services for the corporation reasonably worth $65,000, you will owe the 15.3% self-employment tax on the $65,000 but not on the remaining $35,000.

    By contrast, the rules for members of an LLC are murky. Proposed IRS regulations (which Congress has placed on hold) would impose the self-employment tax on an LLC owner’s entire share of LLC profits in any of the following situations:

    * The owner participates in the business for more than 500 hours during the LLC’s tax year.
    * The LLC provides professional services in the fields of health, law, engineering, architecture, accounting, actuarial science or consulting (no matter how many hours the owner works).
    * The owner is empowered to sign contracts on behalf of the LLC.

    Until the IRS clarifies the rules on self-employment tax for members of an LLC, you should assume that 100% of an LLC member’s earnings will be subject to the tax. Until the tax rules are clarified, an S corporation shareholder may pay less self-employment tax than an LLC member with similar income. You’ll need to decide if this potential tax saving is enough to offset such LLC advantages as less formal recordkeeping and flexibility in management structure and in the method of distributing profits and losses.

  • Vladimir

    I found an article that compares llc with an S-corp. Except for all of the formalities that an llc allows you to bypass, another difference between the 2 is the fact that there is no self employment tax on dividends paid to shareholders for an S-corp, while for an LLC there is a self-employment tax on the total net income.

    What do you think of that?

    Thanks,
    Vladimir
    http://www.powerhomebiz.com/vol136/structure.htm

  • Brandon

    My wife has an S-Corp that is going to be very profitable this year. Is it better for her to pay herself a bonus, or a dividend? The only 2 shareholders are she and I.

    -Brandon

  • Aaron

    Also a S-Corp does not pay self-employment tax on the remaining portion of the profit at the end of the year in the form of Social Security & Medicare 15.3% as a LLC would have to.

  • Nathan

    I have a question along these lines. I’m a minority share holder in a U.S. LLC. I am neither a U.S. resident or citizen. The accountants are suggesting to the primary CEO that we need to change over to an S-Corp to be more attractive to outside investment.

    After doing some reading, an S-Corp doesn’t really make us much more attractive than an LLC. Is that correct?

    Since an S-Corp can’t have foreign ownership they are trying to work out some way that I get my share in liquid cash if we ever sell. Which doesn’t interest me as that doesn’t give me any value if we survive forever as a private company.

    Thanks for any insight. I’ll probably be talking to lawyers and accountants about this anyways.

    Thanks for any insight.

  • Jason

    I echo your thoughts. I’m not sure why a S-Corp would be better. You can’t sell preferred stock out of an S-Corp and this is the security that most investors want to purchase. While LLCs are not optimal either for outside investors, for individuals and angel investors it normally is preferred to a S-Corp. While I don’t know your particular circumstances, it really sounds like a C-Corp is for you. Foreign investors like yourself will have no issues and if you are seeking professional funding, you’ll be able to sell preferred securities.

  • http://alexandra alexandravanantwerp

    As an S-corp, may I start a College Scholarship Fund? We have less than 100 employees. Are the founder’s children able to use this fund, as well as employees, etc..

    • waltk

      I have the same question. Did you ever find an answer to this?

  • Justin

    I’m considering an LLC as a way to start up my race team (U.S.Drift Pro Am, if you’re wondering) and my biggest problem, like everyone else, is money. I’m considering loans or investors as a way to gain the money along with sponsorships from companies willing to pay for the space, stunt driver, and spokesperson (harder than it sounds, probably have more luck with a bank).

    If you want more background on what I’m doing, just email me at jbanner@gmail.com

  • Mark

    I was told by a tax advisor that any distributions paid to myself in the current tax year would be classified as wages and subject to FICA and Medicare. The only way to get around it is to wait until 2008 to pay myself the distribution (then it would have been taxed only Fed and state tax in 2007 but not FICA and Medicare since it’s still in the corporate account). Everything else I read states that the distribution CAN be paid in the current year and as long as I am paying myself a ‘reasonable salary’, the distributions can be made monthly and not subject to FICA and Medicare. Which is right ??

  • http://www.feld.com Brad Feld

    I can’t give you tax advice – you need to follow the advice of your attorney / tax advisor. Sorry I can’t be more specifically helpful.

  • chulbally

    I have question regarding changing from a C corporation to an S corporation in Texas.

    In 1999, we incorporated Corp X, an S corp. In 2004, X sold some shares to corp Y. Therefore, X became a C corporation.

    Now, Y wants to sell its shares back to the individual shareholders of X and bail out. X will then become eligible to be an S corp.

    My CPA tells me that, in Texas, it is not possible to switch a C to an S until it has been a C for at least 5 years. Which means Y cannot sell the shares until 2009. This seems absurd.

    I have not read any such regulation on google. Can someone comment or point me to a good reference document/person/CPA?

    Thanks.

  • Stephen

    I am setting up a LLC for my small business and am wondering what the advantages are for choosing to be taxed as an S corp vs. a partnership? Can anyone give me some color on this?

    Thanks.

  • Casey

    Brad,

    What about an LLC treated as a C-corp for tax purposes? Multi-member LLC’s will be taxed like a partnership by default, but should (correct me if I’m wrong) be able to “check the box” to be taxed as a C corp or S corp. Shouldn’t this function exactly the same tax-wise as a traditional incorporated company that you are advocating in your post?

  • bean

    Okay, here is my situation…we are currently an LLC and have been profitable for the past 15 months. Mgmt has made the decision to switch to a c-corp. We are currently working through some of the tax implications. One being that our liabilities must be lower than our asset base so that we qualify for a 451 transaction (tax free transaction. So we are looking at our liabilities to see exacly how much we need to pay in order to take advantage of the 451. What other specific issues should we take a look at?

  • Al Ritondo

    My situation:

    Recently dissolved a c-corp and started a like named LLC. Want to start a different LLC (/Different entity/Business name/bank account.) How is this done? Is the new LLC and the original LLC linked together?
    Does:
    ***
    Each one has its own TIN – then a K1 reports on the business and the parent LLC reports all the K1′s
    ***
    make sense to you? What does the above—MEAN?
    Please help. How do I start another LLC?
    Thank You.
    Al Ritondo

  • TJ

    What are the pros and cons of converting a c-corp to an S?

    Our family recently bought back nearly all stock in the company from outside shareholders.

  • william

    i currently own an s-corp for flipping realestate in texas. i am purchasing a franchise that will sale retail merchandise. should i have an LLC s-corp, or c-corp, i am still new at all of this. the s-corp is owned by my wife and so will the new business. i will keep my own job for our personal income, and we will eventually draw money from the new business.
    william in texas

  • Janine

    We, hubby and I, are an LLC. We need to restructure. I Have been researching til I’m dizzy. it seems the best way is an S corp election. Salary is taxable with se tax, but the rest of the profits are not.

    We have looked at c corp, but it seems WAY too much at this point. An LLC is not good if you have so much profit you are paying self emp tax on all of it.
    Is there anything I’m missing here?

  • Janine

    We, hubby and I, are an LLC. We need to restructure. I Have been researching til I’m dizzy. it seems the best way is an S corp election. Salary is taxable with se tax, but the rest of the profits are not.

    We have looked at c corp, but it seems WAY too much at this point. An LLC is not good if you have so much profit you are paying self emp tax on all of it.
    Is there anything I’m missing here?

  • Susan

    I currently have 2 sole proprietorships. They are profitable, but not by much… It has been suggested I form an LLC with the 2 sole-Ps as subsidiaries. Is this do-able? Suggested?
    Any comments will be appreciated -

    Thanks!

  • David

    I just formed an S-corp with two partners. I am using my personal funds to buy equipment and expenses such as client meetings(dinners), travel expenses, cell phones…etc as this is required in order to sell our product. my partners input is intellectual property but no financial means. we are going to split equity sharing at 45%, 45%, and 10%. is this possible or does it have to be based on financial input? the start up costs are about 12k, and costs of replacing inventory should be low, but we have numerous buyers wanting product so i am projecting a good amount of profits. what happens to the amount of money that I have used to start up and will use for operations until the company starts to see profits? will I see the tax breaks of the write offs (dinners, travel, sampling, and including running the biz out of our apt) or will they be distributed to all shareholders? thank you for any input.

  • Stan

    We are working on a high tech start up and plan to offer stock options to key team members. Does than require a C-Corp? Or can employees get equity in an S-Corp or LLC without cash paid in?

  • Clint

    I recently registered a LLC in New York but did not called in to get my ein number because what I was about to use this LLC for fell through. Can I change this LLC to a S Corp. in another state or in New York.

  • TC

    The advantages of an S-Corp work if the persons owning the new entity are natural persons or non-profits. If you have any entity owners, you have to go with the LLC to get pass-through status.

    LLC’s are great vehicles for joint ventures.

    Additionally, if you are investing in appreciable assets, such as real estate, LLC’s can be better vehicles than s-corporations for tax purposes. When C- and S-corporations are terminated, assets are distributed to the owners and gains realized from appreciated assets (such as real estate) become taxable at a personal level. In an LLC taxed as a partnership or a sole proprietorship, business assets are considered to be personal assets, and no distribution is recognized when the business is terminated. Therefore, no tax obligation would be realized until you actually sold the assets.

  • Mike

    I want to buy and hold real estate property along with other investors, yet management as a general partner. Which structure is best? LLC or s Corp

  • babu

    I own S Corporation. I am thinking of converting from S-corp to LLC. Any advice please?

  • Pete

    I came across this webpage while researching a tax issue for a client, but I must say a lot of you guys really need a good accountant. I hate to see people throw away money to the IRS, because they have a bad business formation, or because they received erroneous tax advice from someone who thinks they know what they are talking about.

    Anyways, here are a couple answers to the last few posts, and if you need more professional advice, contact me.

    babu – Why would you convert out of an S into an LLC? What is the reasoning behind it?

    Mike – Real estate dealings are one of the few times I recommend LLC’s over S-Corps or C-Corps. Corporations really limit what you can do with property. For instance, I have a client who wanted to give a piece of land he owned in an S-Corp to a family member – sounds simple enough right? Well in a corporation if you move out a piece of property like that you have to treat it as a sale at fair market value, so if you have a piece of land with a 100,000 basis, but it’s worth 400,000, then you are going to be paying tax on 300,000 of gain without ever seeing any cash. There are other reasons to not hold land in corps, but I won’t delve into those at this point.

    Susan – Why would you convert the two sole proprietor’s into subsidiaries of an LLC? If you are a single member LLC, you still will file your taxes on a schedule C, because single member LLC’s are disregarded as a taxable entity. They are just a legal entity.

    I’ll try to check more later.

    Pete

  • Mwass12

    I am going to start my own business here in Ventura County, Los Angeles. It is a maintenance company doing business or house calls. I am looking at a small investment 30-40k which I plan on taking out on a small Business Loan. I dont want investers because the clientel is already there, I just need to Business Loan and to get started. What would you suggest – an S Corp or an LLC. I do have a partner, but he will be taking on a smaller percentage of the loan than I will. My limted understanding of this is that an S Corp is somthing that can be buildt upon as the company grow whereas the LLC will need to eventually be switched to a C Corp or S Corp down the line if the company grows too much?

  • Chris

    For a Hong Kong company forming a wholly owned US subsidiary is an LLC better than a C-Corp?

  • Patricia

    My Brother-in-law has his own business that he has had for 4+ years. He has now decided that in order to run the business and make profit that he needs help. I will be doing the office work, my husband will be doing the website / tech work and my BIL will be doing the sales and installs of the systems.

    I am wanting to know what the best thing to do it. He has an LLC, but I think it is a sole LLC, not a partner (I don’t know if it is filed a certain way of if you can decide the way you it seen) Should I/my husband be involved with his LLC, or create our own and bill his business. We will be running the business at a 50/50 split. We don’t get a pay each week, but he does.

    Any help would be appriciated!

    Thanks,
    Patricia

  • Heather

    I’m looking to start a business in texas with a partner. We are wondering how hard it is switch from an LLC to a S Corp at a later date? Any ideas? Thank you

  • joesky

    I’m an independent sales person, I’ve just added my son to the business to handle some of my paper work. Would you recommend a S corp or LLC in Texas?

  • Valerie

    Is it possible to convert from and S Corp to an LLC?

    We are incorporated in California.

  • Paul

    Hi. I am just starting out as a software consultant and I would like to know which type of Corporation I should set up in order to minimize my taxes. LLC, C-corp, S-Corp, or 1099? I will be making about 150K yearly, and I will also sign up for some sort of retirement planning tool such as a 401K or IRA. I don’t expect to have any employees. Also, I curretly reside in NC, my work will be in OH, and I plan to move to NJ in 6-9 months. So where should I incorporate? Where would I benefit the most?

    Also, from reading about s-corps, my understanding is that any profits that are gained by the corporation, are not subject to the self employment tax (SS & medicare). Is this a correct understanding?

    Thanks,
    Paul

  • Carl Heinzl

    Here’s an interesting situation. My son formed a “business” 3 years ago. Until recently it has been operating somewhat as a “hobby” (I say somewhat because you could look at it differently than me) than a business, so I’ve been treating it as that. Now, however, he is *clearly* transitioning from the “hobby” world to the real business world – he’s now negotiating a lease to open a retail store in a Mall.

    Sounds pretty mundane, right? The catch is that he is only 15. His brother is also involved, although to a much lesser degree (he’s only 12). So far, I have been the point man for him, using my name/etc to allow him to process transactions/etc.

    Since we’re dealing with minors, would it be better to create an LLC or an S Corp? I’m familiar with most of the other standard LLC Vs S Corp tax issues, but what about having a minor involved changes things?

    Thanks,
    Carl

  • priscila

    Starting an e-commerce retail store selling fashion goods worldwide. Will be importing and exporting goods. One man show for the next 3 months I believe. Will expand to retail store on top of e-commerce later on. Plan to grow and have up to 5 employees within the next 5 years. Thinking on opening s-corp. Any reasons why not? Thanks for any and all feedback- Priscila

    • http://www.feld.com Brad Feld

      No reason not to go with an S-Corp.

  • http://intensedebate.com/people/bfeld bfeld

    No reason not to go with an S-Corp.

  • priscila

    Starting an e-commerce retail store selling fashion goods worldwide. Will be importing and exporting goods. One man show for the next 3 months I believe. Will expand to retail store on top of e-commerce later on. Plan to grow and have up to 5 employees within the next 5 years. Thinking on opening s-corp. Any reasons why not? Thanks for any and all feedback- Priscila

  • Cece

    Okay… My situation is similar to Priscilla. I am opening a retail store in addition to the ecommerce I already own. I'm the only owner. I don't know if I should do LLC or Scorp. I want to pay the least amount of money possible. In the future, I want to make a chain, but I want to own them all. Which should I go with?

    • http://www.feld.com Brad Feld

      Either is probably fine given the small amount of info you have given me. I’m not a lawyer so you should check with one first.

  • http://intensedebate.com/people/bfeld bfeld

    Either is probably fine given the small amount of info you have given me. I’m not a lawyer so you should check with one first.

  • wwx

    Hi, I have a question regarding the LLC or S corp. I need to setup a company for a short term contract in new york state, but plan to move to California after the contract end within 6 months.

    Should I setup in new york as a LLC or as a S corp in this case? It will cost $1000 plus for LLC since new york state require publication on 2 newspaper, but no such requirements for S corp.

    I plan to do business in california in the long term. what is my options here? what is the process of moving a LLC or S corp from state to state? cancelled in new york, then setup a new one in california?

    thanks you for your help!

  • http://intensedebate.com/people/bfeld Brad Feld

    I don’t know the legal issues surrounding making a change from NY to CA – you’ll need to check with your lawyer on this one.

  • wwx

    Hi, I have a question regarding the LLC or S corp. I need to setup a company for a short term contract in new york state, but plan to move to California after the contract end within 6 months.

    Should I setup in new york as a LLC or as a S corp in this case? It will cost $1000 plus for LLC since new york state require publication on 2 newspaper, but no such requirements for S corp.

    I plan to do business in california in the long term. what is my options here? what is the process of moving a LLC or S corp from state to state? cancelled in new york, then setup a new one in california?

    thanks you for your help!

    • http://www.feld.com Brad Feld

      I don’t know the legal issues surrounding making a change from NY to CA – you’ll need to check with your lawyer on this one.

  • http://intensedebate.com/people/smurchie Steve Murchie

    Hey Brad -

    One big negative about S-Corps is that other LLCs or corporations can't be shareholders. Since many angel investors operate through an LLC vehicle (think family offices and small partnerships), you either eliminate a huge part of your investor pool, or force a change much earlier than the VC stage.

  • http://intensedebate.com/people/smurchie Steve Murchie

    Hey Brad –

    One big negative about S-Corps is that other LLCs or corporations can't be shareholders. Since many angel investors operate through an LLC vehicle (think family offices and small partnerships), you either eliminate a huge part of your investor pool, or force a change much earlier than the VC stage.

  • http://intensedebate.com/people/smurchie Steve Murchie

    Ignore last – just read original post

  • http://intensedebate.com/people/smurchie Steve Murchie

    Ignore last – just read original post

  • Bill

    I've been selling on ebay for the past couple of years, and recently have grown that where it's almost a full-fledged business. I'm lucky enough that the downturn has slowed my growth for 2009, but not so much that this can't be a full-time gig for me. I'm the only one running the show, and don't have or need any employees and won't for the foreseeable future.

    My question – my priority is simply to find the method that will give me the absolute lowest tax hit at the end of each year. I live in CA, but have thought about registering in NV because it's a much more business-friendly state and less taxes. From what I understand, the S-Corp may be the way to go because I could pay myself a token salary that would be subject to deductions and employment taxes, but the bonuses I would receive would not. I've also heard people promoting LLC's, but it appears the tax liability is higher because you pay employment taxes and deductions on the entire amount you draw from the company as compensation. Could someone please give me some pro's and con's for going with an LLC vs. an S-Corp for my business?

    • http://www.feld.com Brad Feld

      For your specific situation, especially given your CA location, I strongly encourage you to talk to a tax attorney.  I’m not qualified to give you a legal answer to your question.

  • http://intensedebate.com/people/bfeld bfeld

    For your specific situation, especially given your CA location, I strongly encourage you to talk to a tax attorney.  I’m not qualified to give you a legal answer to your question.

  • Bill

    Brad,

    Thanks for the advice. I don't make enough money off it to really justify going to a great deal of expense to register it. I guess if I put it more generically, it would be this – for someone running a small, single proprietorship business, with no real desire to take on any partners or VC funding, what are the benefits of registering as an LLC over S-Corp?

    Thanks!

  • ryan

    I'm starting a media company that will publish one magazine initially. There will be two initial partners and adding employees eventually. We are leaning towards an S-corp, but are worried that there will be a lot more paperwork than it is worth. It is a startup company with questionable returns. Thanks for your help

  • http://intensedebate.com/people/bfeld Brad Feld

    There shouldn’t be a lot of paperwork – it’s pretty simple stuff.

  • http://intensedebate.com/people/bfeld Brad Feld

    There shouldn’t be a lot of paperwork – it’s pretty simple stuff.

  • http://intensedebate.com/people/bfeld Brad Feld

    There shouldn’t be a lot of paperwork – it’s pretty simple stuff.

  • katherine

    I'm currently a sole prop. and getting ready to set up in New York City. I'm looking at the LLC and S Corp and have seen a lot of the arguments for and against both types that are echoed here but have a couple questions. I'm a one-person operation with no plans to get investors and my business is both product and service based.

    In New York there's a requirement that LLC's have to publish their formation in two publications determined by the locality in which it's registered (can be several hundreds of dollars) and then get the publication certified by the sate (http://www.dos.state.ny.us/corp/llcguide.html) otherwise it's basically null and void.

    With S-Corp. there is corp. tax for the city in addition to the state so any tax incentive for S. Corp over LLC is apparently reduced and there's also all the extra corporate filings such as board meetings and payroll taxes that you don't have with the LLC.

    For a small one-person business that hires contractors at times which one makes more sense?

    • http://www.feld.com Brad Feld

      Katherine – I don’t know the specific rules for NY so it’s hard for me to opine on which is better for your specific situation.  I’d encourage you to talk to a lawyer who does these types of company formations regularly and get their feedback.

  • http://intensedebate.com/people/bfeld bfeld

    Katherine – I don’t know the specific rules for NY so it’s hard for me to opine on which is better for your specific situation.  I’d encourage you to talk to a lawyer who does these types of company formations regularly and get their feedback.

  • steve kenberg

    But what if you are not only not ready for VC but dont' want or need it. What if you are a small one person business. Is S-Corp still the right way to go over LLC?

    • http://intensedebate.com/people/bfeld Brad Feld

      Either will work – there are pros and cons to each depending on which state you are in (check with a lawyer).

  • Pingback: More on LLCs | Colorado Startups

  • John P

    We are a Facebook developer that has started making some serious cash (already profitable). The company is an LLC with half the company shares allocated to founders and other half to investors/employees. Currently, there is only one investor, my uncle, and given that we are already making money, we dont plan to raise money from VCs anytime soon.

    We are planning on ramping the team from 5 employees to 15 this year. Should I think of converting to C-corp or keep it an LLC? If I convert to C-corp, I will need to start paying taxes.

    • http://intensedebate.com/people/bfeld Brad Feld

      If you aren’t going to raise any more money, stay an LLC.

  • Linda

    Hello,

    I set up my company as an S Corp in 1995. We are a software training and consulting company. Originally I decided that an S Corp was the best route to take because I was told that as an S Corp my personal assets were protected. As of late several folks have told me to look into changing to an LLC. Their thought is that personal assets are more protected under an LLC than an S Corp. This is definately not my area of expertise and wondered if anyone would comment.

    Many thanks in advance.

    • http://www.feld.com Brad Feld

      You should really check with a lawyer as this will vary by state.

  • http://intensedebate.com/people/bfeld Brad Feld

    You should really check with a lawyer as this will vary by state.

  • Rodrigo Rey

    Hello everyone. I have a question. I’m oppening a tv poduction company in miami, florida. I will not have any employees. Every project I get, I’ll have everyone working on it give me an invoice. Is a LLC good enough for me?

    Thank you so much.

    Rodrigo Rey

  • rodger marsh

    I am pondering the s- corp vs LLC as well and looking at different states to file in one option that i have not seen in any of these threads is this.for those who like the LLC simplicity but want the s-corp taxing a LLC may make a election to be taxed as a s-corp this is done by filing the IRS form 2553 and must be filed with the IRS before the 16th day of the third month of the tax year in which the election is to take effect.An LLC that is taxed as an S corp is still a limited liability company from a legal standpoint (subject to the laws governing limited liability companies in the state of formation); however, for tax purposes it is treated as an S corp. Hope that info. can help some folks…cya's

  • Albert

    I started my INC with a C corp status. I have not profited any money this year and would like to switch to a S corp status to avoid double taxation. Should this be an issue for this calendar year? It is just me as a owner in the company for now.

  • Albert

    I started my INC with a C corp status. I have not profited any money this year and would like to switch to a S corp status to avoid double taxation. Should this be an issue for this calendar year? It is just me as a owner in the company for now.

    • http://intensedebate.com/people/bfeld Brad Feld

      You need to check with a lawyer to make sure you do this correctly.

  • http://www.ileaddemo.com brian

    I own a s corp and want to sell some of my stock to a llc is this legal

    • http://www.feld.com Brad Feld

      Probably but you should check with a lawyer about the specifics of the situation.

  • http://www.ileaddemo.com brian

    I own a s corp and want to sell some of my stock to a llc is this legal

  • http://intensedebate.com/people/bfeld bfeld

    Probably but you should check with a lawyer about the specifics of the situation.

  • Christoper alexander

    I want to sell my S Corp to a foreign investory, but obviously that is prohibited. Can I sell it to a US C Corp in which a foreigner is a shareholder, or to an LLC of which a foreigner is an owner?

    If I sell it to a foreigner, it will lose C corp status, but will I get S Corp treatment on the sale (i.e. long term capital gain treatement?)

    • http://www.feld.com Brad Feld

      Sorry – I’m not sure.  You’ll need to check with your lawyer.

  • Christoper alexander

    I want to sell my S Corp to a foreign investory, but obviously that is prohibited. Can I sell it to a US C Corp in which a foreigner is a shareholder, or to an LLC of which a foreigner is an owner?

    If I sell it to a foreigner, it will lose C corp status, but will I get S Corp treatment on the sale (i.e. long term capital gain treatement?)

  • http://intensedebate.com/people/bfeld bfeld

    Sorry – I’m not sure.  You’ll need to check with your lawyer.

  • john

    Hello Brad
    Ok now i'm completely lost, my wife and I have a rather nice savings accounts. Were interested in combining our monies with her fathers monies and start taking advantage of some of these forclosures. Which direction should we go in ?
    Can we payback ourselves the initial loans that we personally loan the co. out of the profits?

  • john

    Hello Brad
    Ok now i'm completely lost, my wife and I have a rather nice savings accounts. Were interested in combining our monies with her fathers monies and start taking advantage of some of these forclosures. Which direction should we go in ?
    Can we payback ourselves the initial loans that we personally loan the co. out of the profits?

  • http://www.favorideas.com Blake K.

    So, if you're a solo venture and will never need VC, an LLC is usually a better option than an S-Corp?

  • http://intensedebate.com/people/blakekr Blake K.

    So, if you're a solo venture and will never need VC, an LLC is usually a better option than an S-Corp?

  • http://intensedebate.com/people/bfeld Brad Feld

    Actually, they are both equally good and an S-Corp is probably a little easier to deal with.

  • Richard

    I am planning on forming a California S Corporation. My investor is willing to put up all of the cash in exchange for 49% equity. I will own 51% controlling ownership/equity based on me creating the idea, and performing the role of president, CEO, editor and publisher of the business. To satisfy the requirement that there is only one class of stock and that cash or an equivalent asset value be exchanged for the stock, can I support that requirement by claiming that my intellectual property of conceiving the publication and licensing a newly created name for the publication is an acceptable equal value for my 51% stock or will I need to have my investor loan me 51% of the total to be invested (millions) and then use the borrowed money to purchase my 51% shares and have the investor use the balance of his investment to purchase his 49% shares. If I do it this way I am incurring a debt that is not being requested of me. Plus, if there is not a specific payback date for my loan, would the loan be considered additional equity from the investor even if it was structured as a loan? In which, case I would actually own nothing.

  • Richard

    I am planning on forming a California S Corporation. My investor is willing to put up all of the cash in exchange for 49% equity. I will own 51% controlling ownership/equity based on me creating the idea, and performing the role of president, CEO, editor and publisher of the business. To satisfy the requirement that there is only one class of stock and that cash or an equivalent asset value be exchanged for the stock, can I support that requirement by claiming that my intellectual property of conceiving the publication and licensing a newly created name for the publication is an acceptable equal value for my 51% stock or will I need to have my investor loan me 51% of the total to be invested (millions) and then use the borrowed money to purchase my 51% shares and have the investor use the balance of his investment to purchase his 49% shares. If I do it this way I am incurring a debt that is not being requested of me. Plus, if there is not a specific payback date for my loan, would the loan be considered additional equity from the investor even if it was structured as a loan? In which, case I would actually own nothing.

  • Dwight

    How easy or complicated is it to change from an S-Corp to a LLC?

    • http://intensedebate.com/people/bfeld Brad Feld

      Mildly – you’ll need an attorney to help.

  • AlanH

    Hi,

    I have a California S-Corporation. Although it is not allowed to have foreign ownership, can I take on employees and/or contractors who are foreign and may work abroad?

  • Sandra

    My 25 yr old son and I own 50% of the family business but my stbx is abusive and has held money over our heads for years. We have never received a dispersement, but he puts an amount on the tax form each year as if we had. I have no money to live on as he closed our personal accounts, moved the business accounts and give me no access. Is there anything I can do? I can’t even afford an attorney right now.

  • Sandra

    My 25 yr old son and I own 50% of the family business but my stbx is abusive and has held money over our heads for years. We have never received a dispersement, but he puts an amount on the tax form each year as if we had. I have no money to live on as he closed our personal accounts, moved the business accounts and give me no access. Is there anything I can do? I can’t even afford an attorney right now.

  • ken

    starting to flip homes, what would be better LLC or S Corp or C Corp

  • ken

    starting to flip homes, what would be better LLC or S Corp or C Corp

  • http://expertiseonline.net Alex

    I'm starting an SEO company in Chicago and this is a question I have been trying to figure out as well. From your article it seems like an S-corp is probably more advantageous for tax purposes, but isn't an S-corp also subject to double taxation? The corp gets taxed on profit and you get taxed on income. As a sole owner, would that mean I pay taxes twice on the same income? If so, then the LLC option seems much more advantageous.

  • http://expertiseonline.net Alex

    I'm starting an SEO company in Chicago and this is a question I have been trying to figure out as well. From your article it seems like an S-corp is probably more advantageous for tax purposes, but isn't an S-corp also subject to double taxation? The corp gets taxed on profit and you get taxed on income. As a sole owner, would that mean I pay taxes twice on the same income? If so, then the LLC option seems much more advantageous.

  • http://www.topvideoconverter.com/iphone-ringtone-maker/ iphone ringtone converter

    Directly in 褟斜谢芯褔泻芯

  • http://www.rankingchannel.com Maximus

    This might be an unrelated topic, but how about a S-corp getting funding? Is that possible and if so, are there any benefits of getting funding by being a C-corp?

    Thanks again Brad!

  • Pingback: Starting Your First Company? What to Read When You Don’t Know What You Don’t Know : melanie.io

  • Pingback: 401k Plan Design: Corporate Structure And Controlled Groups

  • Pingback: LLC vs. S-Corp, but definitely not a sole proprietership. | GOOD SUPPLY CO.

  • Pingback: kajobi Marskew

  • Pingback: xbox 360

  • Pingback: Helen Matthews

  • Pingback: penis advantage review

  • Pingback: edu link building

  • Pingback: hostgator coupons

  • Pingback: best 32 led tv

  • Pingback: free xbox 360

  • Pingback: truth about abs review

  • Pingback: truth about six pack abs review

  • Pingback: penis advantage review

  • Pingback: does penis advantage work

  • Pingback: Alberto Mingrone

  • Pingback: payday loans online

  • Pingback: nude mobile

  • Pingback: Joan Gulbraa

  • Pingback: แทงบอลออนไลน์

  • Pingback: buy edu backlinks

  • Pingback: Yeast infections in women

  • Pingback: hostgator discount code

  • Pingback: best led tv brand

  • Pingback: penis advantage scam

  • Pingback: backlink service

  • Pingback: xbox 360 giveaway

  • Pingback: My Blog

  • Pingback: kids portable dvd player

  • Pingback: penis advantage reviews

  • Pingback: แทงบอลออนไลน์

  • Pingback: Dillon Kuhnen

  • Pingback: kalendo.pl

  • Pingback: Alexander Tacheny

  • Pingback: Johnathan Bobson

  • Pingback: Gerry Zarlenga

  • Pingback: adipex online pharmacy

  • Pingback: Electrolux Nimble

  • Pingback: Metro Pizza Centennial Hills

  • Pingback: Aretha Knightly

  • Pingback: Detra Worthington

  • Pingback: Trinity Orea

  • Pingback: read more

  • Pingback: Emerson Chorney

  • Pingback: Pisanie prac magisterskich

  • Pingback: John Handkins

  • Pingback: Marcus Botdorf

  • Pingback: Carolann Meehleder

  • Pingback: distilled water

  • Pingback: Aspen Colorado ski homes for sale

  • Pingback: Pamella Hohensee

  • Pingback: Ferdinand Erlanger

  • Pingback: no credit check loans australia

  • Pingback: Daryl Hoosier

  • Pingback: steel strapping

  • Pingback: Deloras Oderkirk

  • Pingback: distillers

  • Pingback: Pamella Hohensee

  • Pingback: In Silva

  • Pingback: home distilling vodka

  • Pingback: Roy Hequembourg

  • Pingback: Zona Schaufelberge

  • Pingback: quick links

  • Pingback: massage sensuel paris

  • Pingback: dating tips

  • Pingback: Claretta Rusert

  • Pingback: bodyshop service

  • Pingback: seo company leeds

  • Pingback: Major Ramsby

  • Pingback: Jonathon Volden

  • Pingback: Johnnie Konzen

  • Pingback: jgordon24car guest wrote

  • Pingback: SHTF

  • Pingback: divorce attorneys nashville tn

  • Pingback: verify paypal without credit card

  • Pingback: Benito Schlag

  • Pingback: Blog Design

  • Pingback: Jordon Sylney

  • Pingback: koh samui villa

  • Pingback: Sung Perciful

  • Pingback: Geoffrey Giorgi

  • Pingback: Pablo Syrstad

  • Pingback: web designer york

  • Pingback: Cedrick Gorius

  • Pingback: samui villas

  • Pingback: Luxury rent a car in Dubai

  • Pingback: meeting rooms in London

  • Pingback: stag accommodation derbyshire

  • Pingback: Marco Escoto

  • Pingback: Jimmy Ingwerson

  • Pingback: Edmund Rolf

  • Pingback: Annamaria Neylon

  • Pingback: Donnetta Swanstrom

  • Pingback: Daniell Stoecker

  • Pingback: Shyla Zent

  • Pingback: E420d-A0

  • Pingback: Two {key elements|important elements} {you must|you have to} establish {in your|inside your} relationship are mutual understanding and good communication. Unfortunately, some couples lose these {and become|and be} too {comfortable with|confident with} {ea

  • Pingback: hotel furniture suppliers

  • Pingback: cheapest Synthroid in USA online

  • Pingback: gap tooth

  • Pingback: driving school nottingham

  • Pingback: Cursos Irlanda

  • Pingback: Refugio Gravelin

  • Pingback: Lastly, {make sure you are|be certain that you're} aware {what you are|what you're} {paying for|spending money on}. {If you are planning|If you're planning} {a long|an extended} {road trip|journey}, {you should be aware|you should know} {that you will|tha

  • Pingback: xperia cases

  • Pingback: Larhonda Laventure

  • Pingback: Lelia Lantgen

  • Pingback: Hector Sheline

  • Pingback: plus size wedding dresses

  • Pingback: Paris Kinkle

  • Pingback: Felecia Kolkman

  • Pingback: Antwan Sesay

  • Pingback: sample resume example

  • Pingback: Mark Biro

  • Pingback: regarding actual

  • Pingback: Laverne Lobos

  • Pingback: Octavio Zilka

  • Pingback: Oliver Shenton

  • Pingback: Martine Mazzarella

  • Pingback: Wendell Hourihan

  • Pingback: Carmelia Kuilan

  • Pingback: original purchaser

  • Pingback: included only

  • Pingback: Google Places Optimization

  • Pingback: medical practice marketing

  • Pingback: Rodrick Chirco

  • Pingback: wedding dresses

  • Pingback: Kendra Molitoris

  • Pingback: Shelby Orrego

  • Pingback: Leoma Alterio

  • Pingback: Steve Nivar

  • Pingback: sexycam

  • Pingback: Taylor Matrey

  • Pingback: iOs

  • Pingback: how to become a webcam model

  • Pingback: sex photos

  • Pingback: you tube views

  • Pingback: Dalton Kodama

  • Pingback: Lamont Sumrall

  • Pingback: Odessa Nisley

  • Pingback: Leigh Merkle

  • Pingback: Gretchen Torello

  • Pingback: flowers in Nikolaev

  • Pingback: Kum Kotas

  • Pingback: Salome Dimare

  • Pingback: felicitaciones de cumpleańos

  • Pingback: Harold Staubin

  • Pingback: bursa escort

  • Pingback: Promila Sahadev

  • Pingback: See Jackowski

  • Pingback: sia licence

  • Pingback: Mohammad Madden

  • Pingback: Ferdinand Rothmiller

  • Pingback: Candid Wedding Photographer

  • Pingback: Danilo Stfleur

  • Pingback: best diet

  • Pingback: Wm Magda

  • Pingback: zyzz

  • Pingback: Merlin Geringer

  • Pingback: boxers

  • Pingback: colonie de vacances

  • Pingback: Athawale Neha

  • Pingback: Kermit Sammut

  • Pingback: Dwain Doose

  • Pingback: Bobbye Maniaci

  • Pingback: Aracelis Raum

  • Pingback: HCG Diet Info

  • Pingback: Fredric Ezer

  • Pingback: Daren Seminario

  • Pingback: Russian Rok

  • Pingback: Franchesca Lathem

  • Pingback: Ward Spierling

  • Pingback: Gretchen Torello

  • Pingback: HCG Diet

  • Pingback: Gaurav Ramanujam

  • Pingback: themes

  • Pingback: Barabara Turnes

  • Pingback: freight software

  • Pingback: Matthew Scanlon

  • Pingback: Eric Losser

  • Pingback: Blogunko

  • Pingback: door supervisor training

  • Pingback: managed wordpress hosting

  • Pingback: Leh Tours in India

  • Pingback: Risa Victory

  • Pingback: Golovnay bol

  • Pingback: HERBAL SMOKING

  • Pingback: over here

  • Pingback: Dewayne Bauce

  • Pingback: extenze results

  • Pingback: Deandra Vonderheide

  • Pingback: fast wordpress hosting

  • Pingback: LEGAL BUDS

  • Pingback: HERBAL SMOKE BLENDS

  • Pingback: Dentist Goodlettsville TN

  • Pingback: Botox San Francisco

  • Pingback: Edmund Noorda

  • Pingback: Cole Bahl

  • Pingback: joomla social media

  • Pingback: personal injury law firm

  • Pingback: Look At This

  • Pingback: blogging with john chow

  • Pingback: Millicent Toleston

  • Pingback: Cedric Gransberry

  • Pingback: Waldo Mangubat

  • Pingback: Gepatitu net

  • Pingback: Mitch Sleeper

  • Pingback: Garrett Martiniz

  • Pingback: Beaulah Brickel

  • Pingback: client gallery

  • Pingback: Apple data recovery

  • Pingback: make money from home

  • Pingback: wedding gowns

  • Pingback: wholesale wedding dresses

  • Pingback: Branden Stephco

  • Pingback: plantas purificadoras de agua

  • Pingback: Jamison Mackellar

  • Pingback: Miyoko Saracco

  • Pingback: Arletta Birk

  • Pingback: calpe discounts

  • Pingback: pharmacy discount card

  • Pingback: Bernadette Pedrin

  • Pingback: Van Fogo

  • Pingback: Milford Mcilroy

  • Pingback: Tequila Gunderman

  • Pingback: Wilfredo Okerson

  • Pingback: Heath Kapperman

  • Pingback: Sherice Armijos

  • Pingback: office rent singapore

  • Pingback: Internet Credit Card Processing

  • Pingback: Jeanelle Coopper

  • Pingback: garcinia cambogia side effects

  • Pingback: alat peraga

  • Pingback: legit online jobs

  • Pingback: Jerald George

  • Pingback: Winfred Plyler

  • Pingback: Auto Ins

  • Pingback: carpet cleaning middletown ri

  • Pingback: seo services

  • Pingback: desktop computer sale

  • Pingback: Floyd Bruun

  • Pingback: http://clancy.k12.mt.us/groups/badger5thgrade/wiki/44a16/Exactly_what_All_and_sundry_Really_should_Learn_about_the_Truth_about_Six_Pack_Abs.html

  • Pingback: escorts sydney

  • Pingback: Madeline Spencer

  • Pingback: Guadalupe Salazar

  • Pingback: Denis Courton

  • Pingback: Kellie Baldwin

  • Pingback: Visit This Link

  • Pingback: pest control

  • Pingback: mobility scooters

  • Pingback: Schuhe Online

  • Pingback: phen375 really

  • Pingback: Joseph Andolino

  • Pingback: Home Improvement Tulsa

  • Pingback: surfing holidays

  • Pingback: Kristie Hazouri

  • Pingback: websites on tv

  • Pingback: office toys

  • Pingback: http://www.1handclapping.co.uk/groups/cal/wiki/915f7/Just_what_exactly_One_and_all_Really_should_Find_out_about_the_Truth_about_Six_Pack_Abs.html

  • Pingback: Alycia Milsaps

  • Pingback: Rick Goossen

  • Pingback: Don Ryks

  • Pingback: Facebook Marketing Los Angeles

  • Pingback: london west end musicals

  • Pingback: Freda Strazisar

  • Pingback: skilled visa australia

  • Pingback: Davis Auzat

  • Pingback: working in australia

  • Pingback: dog pooping

  • Pingback: psoriasis treatment

  • Pingback: fat loss 4 idiots review

  • Pingback: Linda Winkelbauer

  • Pingback: http://wiki.waltheracademy.net/groups/welcometomrssmithsclass2010/wiki/77059/The_magic_of_creating_around_get_the_ex_back_again.html

  • Pingback: Terresa Cordner

  • Pingback: Kaley Groeschel

  • Pingback: Shara Worsfold

  • Pingback: Kylie Viniegra

  • Pingback: music marketing tools

  • Pingback: Shelli Feely

  • Pingback: Hester Trimnal

  • Pingback: Kandis Wamhoff

  • Pingback: natural pain remedies

  • Pingback: plantas purificadoras de agua

  • Pingback: dashcam camera

  • Pingback: Odontologia

  • Pingback: Wilson Santorella

  • Pingback: Ruthie Hillsgrove

  • Pingback: dreambox

  • Pingback: cell phone plans

  • Pingback: pearlsonly

  • Pingback: grants

  • Pingback: Orville Burgees

  • Pingback: krav maga san diego

  • Pingback: Lauren Pockrus

  • Pingback: Nicolas Flecther

  • Pingback: Oswaldo Warp

  • Pingback: Flower Shops Minneapolis

  • Pingback: Jan Goeppner

  • Pingback: web hosting reviews

  • Pingback: Karine Scronce

  • Pingback: the tao of badass

  • Pingback: Winford Neary

  • Pingback: Edmundo Machak

  • Pingback: Lexington Law Firm

  • Pingback: Free hot sex chat call 08712302701

  • Pingback: Kacy Todt

  • Pingback: looked this hot

  • Pingback: portable dvd player

  • Pingback: Armando Osuch

  • Pingback: Deanna Cafagno

  • Pingback: try it out

  • Pingback: pay day loans

  • Pingback: healthcare marketing

  • Pingback: William Keenan

  • Pingback: somanabolic muscle maximizer results

  • Pingback: filtrowanie wody

  • Pingback: uzdatnianie wody

  • Pingback: Olympia Arabian

  • Pingback: Tamra Bertus

  • Pingback: Jan Creehan

  • Pingback: Michael Epstein

  • Pingback: spy

  • Pingback: online forex trading

  • Pingback: Man Dwelle

  • Pingback: Elma Piccola

  • Pingback: Monte Monegro

  • Pingback: Verlie Felsted

  • Pingback: online application

  • Pingback: Kori Gallian

  • Pingback: Teodoro Marcheski

  • Pingback: Vinnie Boehlke

  • Pingback: Mitchell Sokotowski

  • Pingback: Carry Venus

  • Pingback: durham electrician

  • Pingback: best time to buy a used car

  • Pingback: Dallas Iles

  • Pingback: Becki Yanke

  • Pingback: Tyrone Juntunen

  • Pingback: Karen Vanrossum

  • Pingback: direct tv

  • Pingback: Ursula Carleo

  • Pingback: Leena Block

  • Pingback: Kamagra Oral Jelly

  • Pingback: create the ultimate brand

  • Pingback: HEAVY DUTY CAR TOW DOLLY

  • Pingback: physical gold in an ira

  • Pingback: Alphonse Garding

  • Pingback: laser las palmas

  • Pingback: free web site advertising

  • Pingback: Stewart Birkland

  • Pingback: Fred Fonda

  • Pingback: Ivana Hamano

  • Pingback: Vernon Norse

  • Pingback: Chris Tronzo

  • Pingback: little reader

  • Pingback: Dr Susan Lim Surgery

  • Pingback: Zack Daul

  • Pingback: herbal smoke blends

  • Pingback: herbal smoke

  • Pingback: Herbal Incense Potpourri

  • Pingback: Herbal Smoke Blends

  • Pingback: Herbal Smoke Blends

  • Pingback: Marijuana Smoking Alternatives

  • Pingback: Supplement Your Weekly Paycheck

  • Pingback: Norwich Plumbers

  • Pingback: Christoper Dandrea

  • Pingback: low cost dental implants

  • Pingback: scrap car removal

  • Pingback: اخبار

  • Pingback: David Renova

  • Pingback: Marijuana Smoking Alternatives

  • Pingback: American Made

  • Pingback: fsgb80v7cbwe

  • Pingback: turnkey solution

  • Pingback: articles about people

  • Pingback: Fire Alarm London

  • Pingback: Removals High Wycombe

  • Pingback: cargo containers for sale

  • Pingback: senior living

  • Pingback: retirement homes hawaii

  • Pingback: gourmet food los angeles

  • Pingback: more info

  • Pingback: ISG

  • Pingback: moneychoiceproperty.com.au

  • Pingback: Quality Caskets

  • Pingback: Charles Bierlein

  • Pingback: money choice

  • Pingback: Life Cover Quote

  • Pingback: Philomena Hedgepath

  • Pingback: click here

  • Pingback: Leonard Rochel

  • Pingback: Crowdsourcing

  • Pingback: webcam models

  • Pingback: Sanora Comp

  • Pingback: modeling job

  • Pingback: skype hacker windows

  • Pingback: garrett fitzgerald arrested northampton ma

  • Pingback: personal trainer in irvine ca

  • Pingback: Basketball Team

  • Pingback: vaccine for cancer

  • Pingback: Winter Maholmes

  • Pingback: Man Backues

  • Pingback: HCG Diet Drops Review

  • Pingback: Real Madrid scarf

  • Pingback: Kurtis Merlino

Build something great with me