LLC vs. S Corp (S Corporation)
As you start a new business, you have to decide on the legal business entity for your new venture. While there are many options to consider, many business owners debate LLC vs. S Corp (that is Limited Liability Company vs. S Corporation).
When you examine the trade-offs between an LLC vs. S Corp, is there a true winner? And how does each structure impact your business from a taxation perspective? Or from a legal liability perspective? Read on to find out!
What’s the difference between an LLC and S Corp?
First, we should note that comparing LLCs to S Corps is not a real apples-to-apples situation as far as names go. An LLC is a type of business entity structure, whereas an S Corp is specifically related to tax structure.
To examine the difference between an LLC and S Corp, we’ll first define each:
What is an LLC?
A limited liability company, or LLC, is an entity set up under state statutes and, as its name indicates, provides liability protection for its owners, who are referred to as “members.” An LLC is not a recognized business structure for federal tax purposes—it’s only a state designation.
Owners of an LLC are called members. Because most states don’t restrict ownership, members may include individuals, corporations, other LLCs, and foreign entities. There is no maximum number of members. Most states also permit single member LLCs, those having only one owner.
An LLC may choose how to be taxed for federal purposes.
For single member LLCs, the options are:
- Disregarded entity – (default) The LLC does not file a tax return. Instead, the activity of the LLC is included on the member’s individual return (more on this below).
- C Corporation
- S Corporation
For multiple member LLCs: the options are:
- Partnership (default)
- C Corporation
- S Corporation
What is an S Corp?
A corporation is an entity set up under state statutes meaning you form a corporation under state law. Then, you can go to the IRS to elect taxation as an S Corporation instead of a C Corporation.
An S Corporation, or S Corp, is an IRS-recognized corporation that elects to pass through its income and losses through to its shareholders. It’s sometimes referred to as a Subchapter S corporation.
To elect to become an S Corp, you must file Form 2553.
To qualify for a business to be an S Corp, your business must:
- Be a domestic corporation
- Have allowable shareholders
- Have no more than 100 shareholders
- Hold only one class of stock
- Not be an insurance brokerage, financial institution, or domestic sales corporation operating globally
S Corp vs. LLC tax implications
S Corps and LLCs that choose this status are both pass-through entities. This means that taxes are passed through to the owners’ individual tax return. With both structures, you avoid double taxation of profits.
What are the key differentiators in evaluating S Corps vs. LLC tax implications? Let’s review this from a few angles:
- LLC members may be required to pay self-employment taxes. Federal taxes are paid by individual owners, not the entity.
- Owners may be able to claim a self-employed health insurance deduction.
- Owners may be able to offset other sources of income with business losses.
Need help to better understand the tax difference between an LLC and S Corp
Deciding on the best business structure for your small business should not be one you take lightly. It affects your tax obligations, ability to raise funds, share distributions, and more. What we outline in this article are only some of the many factors to consider, and this is not intended to be legal advice or specific to any situation. We recommend you seek the advice of an attorney about the implications of entity selection.
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