Factor
Personal liability shield
✓
✓
✓
✓
Partial
Owner personally liable for own malpractice
N/A
N/A
N/A
N/A
Yes
Pass-through taxation
✓ default
✗
✓
✓ tax-exempt
Optional
SE tax savings (vs sole prop)
By default no
N/A
✓ Major
N/A
Vian S-Corp election
Can issue stock to VCs
✗
✓ Required
Limited (100 shareholders, no entities)
✗
✗
Foreign owners allowed
✓
✓
✗ Only US persons
✓
Licensed pros only
Annual report (most states)
Some states
✓ Usually yes
✓ Usually yes
✓ + Form 990
✓ Plus license renewal
Typical setup time
1-15 business days
1-15 business days
+ Form 2553 election
3-9 months (1023)
+ Board pre-approval
File.Business formation
$0 service
$0 service
$0 service
$0 service
$0 service