Legal Question in Business Law in Rhode Island
limited corporation or s corporation
I have a one owner computer service home business. I will subcontract some work to two computer specialists. My business does not have stock. I want to incorporate for purposes of liability that may be caused by the subcontractors. Which is more advantageous for me - a limited liability corporation or a S corporation?
1 Answer from Attorneys
Re: limited corporation or s corporation
Your business would not have stock UNLESS it was a corporation.
It appears that you operate a sole proprietorship, which would
leave you personally liable for your actions and the acts or
ommissions of the subcontractors (your agents).
The corporate entity is well understood in all
jurisdictions and there is a well-established body
of law relating to corporations. The LLC is a
relatively new concept that, in some ways, has
more flexibility than a coporation, but it does
not have the well established body of law mentioned
above. For that reason, depending on the type of
business involved, I often find a corporation
preferable to an LLC.
Either entity would shield your personal assets
from the acts/omissions of the agents, but it would
not necessarily shield your company assets from
those risks.
In any event, you should have adequate business
insurance and very carefully drafted agreements
with your subcontractors that require them to
carry insurance and to indemnify you if a customer
has a claim or files suit against you or both you
and the subcontractor.
I hope this information is helpful. Feel free to
contact me at 401-885-7200 if I can be of further
assistance.
Best of luck in your business.