| Entity Types | LLC | C-CORP |
| YES | YES | |
| Accept foreign partner | LLCs can have foreign partners | C-Corps can have foreign partners |
| YES | YES | |
| Protection of Members' personal assets | LLCs provide personal asset protection, which prevents you from being personally liable for business debt. | LLCs provide personal asset protection, which prevents you from being personally liable for business debt. |
| YES | YES | |
| Company annual renewal | Depending on the state of incorporation, company renewals and fees may be required. | Company renewal and state renewal fees are generally due each year, along with other reporting and fees, which vary depending on state of incorporation. |
| YES | NO | |
| Flexible Management Structure | LLCs must have members or managers managed in accordance with the company's operation agreement. | Corps are required to have directors elected by shareholders who have|supervise and elect directors to manage the day-to-day operations of the corporation. |
| VARIABLE | YES | |
| Adding or Transferring Quotas | Changes in ownership of an LLC depend on the terms of the operation agreement. | Changes in ownership in a C Corp are easily done through the sale of shares to new or existing shareholders. |
| YES | YES | |
| Ongoing Formal Requirements | Depending on the state of incorporation, an LLC may be required to file an annual report and/or pay franchise fees. | After formation, the C Corps has many ongoing formalities such as writing articles of association, selecting directors, holding initial and annual shareholder meetings, and issuing shares. |
| YES | YES | |
| Facilities to increase Capital | LLCs are not allowed to sell stock, but they can raise capital through bank loans and various other means. | C Corps can issue many types of shares, which can be sold to an unlimited number of shareholders. |
| BY MEMBERS | BY COMPANY | |
| How the payment of Company Taxes works | LLCs are not taxed at the corporate level. Instead, all profits and losses are reported with each member's personal income tax. In the first year that the foreign member submits the Income Tax, he must request the ITIN Number from the IRS, equivalent to the Brazilian CPF that serves to pay taxes in the USA. the payment of Taxes by the partners does not exempt the LLC from sending its own Tax to the IRS to report its movement. | C Corp Profit is taxed at the corporate level. |
| YES | NO | |
| US Membership Tax Requirement | Mandatory submission of Membership Tax on LLC profits and losses | The majority of foreign partners opt for C-Corp for the release of the obligation to send the personal tax of the partners, remaining only in the scope of the company. In rare exceptions, it is necessary to send the Membership Tax. |
| YES | NO | |
| Withholding Tax on Company Profits | Must withhold 37% Income Tax on LLC profit if member is foreign to offset later on member's Personal Tax. | There is no retention on the company's profit, since the tax is paid by the company itself. |
| NO | YES | |
| Retained Earnings Limitation | No limitation | The company must keep a maximum of $250,000 in retained earnings on the books and what exceeds this limit must be mandatorily distributed to the shareholders. The Penalty for not distributing will be 20%. |
