Everyone loves to give advice to new business owners.
One common piece of advice goes like this: "Don't form an LLC. Form a
corporation." Or, "Corporations are too complex. Just form an LLC."
Confused? Let's sort out the differences between an LLC and a
corporation so you can decide
which business type is best for your business.
LLC or Corporation - What's the Difference?
All states recognize businesses formed as corporations,
limited liability companies
(LLCs) or partnerships, or variations of these forms. For a new
business, it's often difficult to know which type of business is the
best, considering all factors. This article gives you some information
on differences and similarities between LLC and corporation business
forms, the two most
popular business types.
There's no such thing as a "limited liability corporation." An LLC is a limited liability
company,.
It's not a corporation, and you don't incorporate a business as an LLC.
Both register with a state, but an LLC doesn't "incorporate."
First, let's look at the two common types of businesses, for tax purposes:
- "Pass-through" Businesses
Pass-through
businesses are those in which the profits and losses of the business
pass through to the owners or shareholders. In other words, the business
income is considered as the owner's or shareholder's income, and the
owner/shareholder pays the tax on his or her personal tax return.
Limited liability companies, like partnerships, are pass-through entities.
- Separate Business Entities
Corporations
are separate businesses entities. The profits and losses of the
corporation are taxable to the corporation, not the owners
(shareholders).
How are LLCs and Corporations Formed?
- Limited Liability Company (LLC)Set-up
An LLC is formed by one or more business people, as owners. The owners, called "Members," file Articles of Organization and set out an Operating Agreement.
An LLC is a pass-through type of business, because the profits and
losses are passed on to the Members depending on their share of
membership.
- Starting a Corporation
A
Corporation is a separate legal entity. It is formed by filing
corporate organization forms in the state where the corporation is
located, and by designating shareholders, each with a specific number of
shares. The corporation also creates a Board of Directors to oversee the corporate business.
How are Corporations and Limited Liability Companies Alike?
Both
corporations and LLCs limit the liability of the owners/shareholders
from the debts of the business and against lawsuits against the
business.
Corporations vs. LLC's - Tax Differences
Corporations
and LLCs are different in how they are taxed. Because corporations are
separate entities, they are taxed at the corporate rate, while LLCs are
taxed based on
Adjusted Gross Income of the owners. Here is an example:
- A corporation has a profit of $350,000 for 2007. That profit is taxed at the corporate tax rate of 35 percent.
- An
LLC has the same amount of profit of $350,000. Its two Members each
have a 50 percent share in the LLC, so each one is taxed on $175,000 of
income on his or her personal tax return. The income from the LLC is
included in the 1040 on line 12, and is considered along with other
income for that person or couple for that year.
- An LLC may choose to be taxed as corporations, if this is advantageous to the company.
Corporate and LLC Owners and Taxes
The
tax consequences to LLC and corporate owners are different. Owners of a
corporation are not paid, but they receive dividends; they are
taxed on their dividend income. Owners of an LLC are taxed like partners in a partnership; that is, they receive a
distributive share of the profits each year, and pay taxes on that share on their personal tax returns.
Owners
of an LLC also pay self-employment tax on their income from the
business, while corporate owners who work in the business are considered
employees and pay tax on their employment income, along with FICA
taxes.
How you are paid - and taxed - as an owner of an LLC or a corporation could be a major factor in determining which form of business you choose.
A Third Possibility - An LLC Taxed as a Corporation
Just to muddy the waters, you might want to consider forming an LLC and then
electing to have the LLC taxed as a corporation
or S corporation. While this is more complicated, it combines the
advantages of the LLC with the tax benefits of a corporation.
Who Can Help Me Make This Decision?
Still
confused about whether to start an LLC or a corporation? It's a complex
decision and one you shouldn't make quickly. As noted above, the tax
consequences can be a deciding factor. Before you make a decision, talk
to two people:
1. An attorney who has experience
with both LLC's and corporations. A good attorney will consider LLC's
in addition to traditional corporations.
2. A CPA who understands the tax differences between LLC's and corporations.
This article about
7 questions to ask before deciding on a business type might also be helpful.
For more information, check out this complete outline to my
Guide to Business Types
Back to
All About Limited Liability Companies (LLCs)