Memo:

To: Penelope, Mark, and John
Date: October 13, 2013
Re: Entity Selection

Part I:
The different forms of organization you can elect are joint venture, corporation or partnership. The form of corporation you can chose is an S corporation which will help you avoid double taxation. Since you will be working in an environment that incurs various risk (liability) issues I would recommend to establish a Limited Liability Corporation because it would protect the partners to a higher extent.
Part II:
The LLC is the preferred choice because it contains aspects of both a partnership and a corporation that provides protection for its members. The LLC needs to actually be a business entity and treated as corporation and afterwards chose an S corporation tax status. While forming a corporation they can get investors to invest in the company but limit to 100 shareholders to keep the S corporation status. Using the S corporation status avoids double taxation because the corporation has to pay taxes on profit and you will have to pay taxes on any dividends you received from the corporation. One huge benefit of the S corporation status is that the net income/loss from the corporation will be reported by each member on a schedule K – 1 that will flow into individual member’s tax return.
Part III:
These contributions with an S corporation would be treated as the basis for the company. The link below goes into further detail.
“An S corporation is also subject to Internal Revenue Code Section 351, and a contribution of property to an S corporation may also receive the same nonrecognition treatment as a contribution of property to a C corporation.” http://www.cpaservicesite.com/index.php?option=com_content&view=article&id=228:tax-consequences-of-business-formation&catid=93:business-owner-tax-planning-business-owners&Itemid=77 Part IV:
The owners