LLC, C-Corp & S-Corp Formation

When setting up and subsequently running a business, it’s important from the very start to get the right structure for your needs. Every business is different: whether it has partners, how you intend to fund the business and distribute profits, whether you intend to employ staff, and whether there are any industry or regulatory requirements.

Choosing the correct structure at the outset has important implications for federal and state taxation, liability, governance and future growth.

The most common US business structures are:

• Sole Proprietorship or Partnership: an individual, or two or more people, carrying on a business without forming a separate legal entity. The owners are generally personally liable for business debts.
• Limited Liability Company (LLC): a flexible entity that helps protect the owners’ personal assets. A single-member LLC generally reports on Schedule C, while a multi-member LLC generally files a partnership return on Form 1065.
• C-Corporation and S-Corporation: a corporation owned by shareholders, whose liability is generally limited to their investment, so their personal assets are protected. A C-Corp files Form 1120 and is a popular choice for investors and foreign owners, while an eligible corporation may elect S-Corp status, file Form 1120-S and pass its income through to shareholders.

There are a number of entity options suitable for different or more complex situations. Depending on your circumstances, these may be appropriate from the beginning or as your business evolves. Options include:

• Delaware C-Corp: A popular choice for start-ups, investors and foreign owners, including Australian owners expanding into the US.
• Single-Member LLC: A simple structure for a sole owner, generally reporting business income on Schedule C.
• Multi-Member LLC or LP: A structure for two or more owners, generally filing a partnership return on Form 1065.
• S-Corporation: An eligible corporation that elects pass-through treatment and files Form 1120-S.
• Foreign-Owned US Company: A US LLC or corporation owned by non-US persons, which generally has additional filing obligations such as Form 5472.

Waycorp assists with LLC, C-Corp and S-Corp formation in Delaware and all 50 states, including foreign-owned companies. With teams in Sydney and Delaware, we also help Australian and other overseas owners establish and structure their US operations, including entity selection and treaty-based structuring.

We can also assist with state sales tax registrations, payroll setup and ongoing federal and state compliance, ensuring a fully coordinated formation process.

Maintaining your LLC or corporation requires ongoing compliance to ensure it remains in good standing with the IRS and the relevant state authorities. This includes obligations such as:

• Maintaining a registered agent in your state of formation
• Filing annual reports with the relevant state authorities
• Filing federal and state tax returns, including Form 5472 where applicable
• Paying state franchise tax when it falls due
• Complying with corporate governance and record-keeping requirements in each state where you operate

Waycorp provides registered agent, virtual office and company secretarial support for US companies, together with annual reports, franchise tax, and dissolutions and withdrawals. We help ensure your corporate obligations are managed accurately and on time.

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Every engagement is tailored to your needs. Our pricing approach is outlined below:

• Tailored Scope of Work: We prepare a Scope of Work tailored to your formation and compliance needs, so you know exactly what is included.
• Fixed Rates or Fixed Fees: LLC, C-Corp and S-Corp formation, registered agent and annual compliance services are quoted at fixed rates or fixed fees, with no hidden costs.
• Company Secretarial Support: We help maintain your corporate records and prepare minutes and resolutions as required, as part of your agreed Scope of Work.
• Government Fees: IRS, state and other government filing fees are not included in our fees, and are communicated to you before they are incurred.
• Registered Agent and Virtual Office: we can act as your registered agent and provide a virtual office address, quoted as part of your Scope of Work. All fees are in USD and payable via ACH, credit card or wire.
• Foreign-Owned US Companies: we help Australian and other overseas owners form a Delaware C-Corp or LLC, including Form 5472 compliance and treaty-based structuring. Please contact the team at Waycorp for guidance and a tailored quote.
• Dissolutions and Withdrawals: fees for dissolving a US entity or withdrawing from a state vary depending on the state, entity type and level of support required. Please contact the team at Waycorp for guidance and a tailored quote.