Comparison With Subchapter S Corporation
          
          
               An LLC provides its members with liability
          protection and tax treatment similar to that enjoyed by
          stockholders of an S corporation.  However, an S
          corporation also is subject to the following statutory
          restrictions:
               1) It is limited to one class of ownership
          interests (i.e., one class of stock).
               2) It must be a domestic corporation.
               3) It may not have more than 35 stockholders
               4) Stockholders may not include other
          corporations, nonresident aliens, partnerships, certain
          trusts, pension funds, or charitable organizations
               5) It cannot have subsidiaries.
               None of these restrictions applies to the LLC. 
          This flexibility creates considerable freedom in
          planning distributions and special allocations of
          income and loss.