Should we incorporate as a C-Corp?

Think of an LLC like a partnership, except that each member is liable only for the amount they put in. The LLC pays no income tax. Each member's distributions of income are tax on their personal income tax. With a C corp, each shareholder is liable only for the amont of their investment in the shares. However, C corp pays an income tax and dividends paid to shareholders are taxed as well. From a tax standpoint, investors, specifically VCs, are going to prefer a C corp. The reasons are rather complex, but have to do with the tax position of the entities who invest in the VC. Some entities cannot invest in an LLC without risking their tax status. From the standpoint of the founders it depends on your expectations for the start-up. I'd be happy to explain all of this, but it is a bit involved, I believe, for this forum. Again this is a tax driven question. You may or may not want to incorporate in New York. This decision would require a bit more information. If you want help, please contact me. I am barred in New York and perform these services all the time for start-up companies.