LLC vs. LLP: What’s the Difference?

Kaitlin Edwards | Feb 13, 2024

PLLC vs. LLP: What’s the Difference?

With many options available, understanding the nuances of all different business entities is imperative. This knowledge aids in legal compliance and plays a role in shaping the financial and operational framework of a business.

This becomes even more significant for entities operating in multiple states or planning to do so. We’re breaking down and simplifying two popular business structures — LLCs and LLPs — laying out their distinct features and guiding business leaders in making informed decisions that align with their company’s goals and operational needs.

What Is an LLC (Limited Liability Company)?

A limited liability company (LLC) is a versatile business structure that merges elements of both partnerships and corporations. This hybrid model is designed to provide business owners, referred to as members, with a degree of liability protection similar to that of a corporation while maintaining the simplicity and flexibility of a partnership.

What Are the Benefits of an LLC?

One of the primary advantages of an LLC is the legal protection it affords. Treating the LLC as a separate entity establishes a clear boundary between the business’s liabilities and the personal assets of its members.

This protection is essential, especially in scenarios where the business faces financial challenges. Members are thus shielded from personal liability, which means personal assets like homes, cars, and savings remain secure from business creditors.

LLC Structure and Formation

The structure of an LLC is characterized by its flexibility. It requires less paperwork and incurs fewer formation and maintenance costs compared to a corporation. This makes it an attractive option for small businesses seeking a balance between protection and ease of operation.

An LLC can be formed with one or multiple members, and its operational guidelines are outlined in an operating agreement. This agreement delineates the rights, responsibilities, and profit-sharing among members, offering a tailored approach to business management.

What Is an LLP (Limited Liability Partnership)?

A limited liability partnership (LLP) is a legal structure that marries the elements of partnerships and corporations. It’s a popular choice among professionals seeking a blend of traditional partnership benefits and the liability protections of a corporation.

In an LLP, partners have the flexibility to manage the business directly while enjoying protection from personal liability for the business’s debts and the actions of other partners.

Common Usage Among Licensed Professionals

LLPs are a go-to structure for licensed professionals such as accountants, lawyers, and architects. This preference is often dictated by state laws that restrict certain professionals from forming LLCs. An LLP offers these professionals a pathway to engage in business partnerships while safeguarding their personal assets.

In LLPs, each partner’s liability is generally limited to how much capital they invest in the business. This setup means that individual partners are not personally responsible for the business debts or the malpractice of other partners.

However, they remain liable for their own actions. The dynamics of this arrangement necessitate a clear understanding of the roles and responsibilities within the partnership.

State-Specific Regulations and Recognition of LLPs

The regulations and recognition of LLPs can vary significantly across states. Some states limit LLP formation to specific professions, while others have broader eligibility criteria. Additionally, the degree of liability protection and operational requirements for LLPs can differ, making it essential for businesses to understand and comply with their specific state laws.

What Are the Core Differences Between LLPs and LLCs?

Next, let’s compile all the differences in one place to give you an accessible overview of each entity. There are a few key differences to consider, so let’s break down each one.

Partners vs. Members

The fundamental difference lies in the terminology and the nature of ownership. In an LLC, the owners are referred to as “members,” while in an LLP, they are “partners.” This distinction extends beyond terminology to affect the operational and legal standing of the entity.

Liability Protection

While both structures provide liability protection, the extent and nature of this protection differ. LLC members enjoy protection from personal liability for business debts and co-members’ actions.

In contrast, LLP partners have protection from liabilities arising from other partners’ negligence but may still be liable for business debts and their own actions.

Management Styles

LLCs offer flexibility in management, allowing either member-managed or manager-managed structures. This flexibility permits a customized approach to decision-making and governance.

On the other hand, LLPs typically operate under a partnership model, where partners make decisions collectively, as outlined in the partnership agreement.

Tax Considerations

LLCs have multiple taxation options, including being taxed as sole proprietorships, partnerships, C corporations, or S corporations. Conversely, LLPs are generally taxed as partnerships, where profits and losses pass through to the partners’ personal tax returns, and the entity itself is not taxed.

What Are the Advantages and Disadvantages of LLCs and LLPs?

Still not sure which is right for you? This section consists of each business entity’s primary pros and cons. Be sure to consider all of them in your decision-making.

LLC Pros and Cons

Some key advantages of an LLC are:

  • Formation Requirements: LLCs offer a straightforward formation process, making them an appealing choice for many business owners. The flexibility in setting up an LLC is particularly beneficial for small and medium-sized businesses that seek a balance between legal protection and operational simplicity.

  • Asset Protection: The major draw of an LLC is the protection it provides for members’ personal assets. This legal structure ensures that personal belongings are not at risk in the event of business debts or legal disputes, a key factor for entrepreneurs looking to safeguard their personal finances.

  • Tax Flexibility: LLCs stand out for their tax treatment options. They can be taxed as a sole proprietorship, partnership, or corporation (S or C type), allowing business owners to choose the most beneficial tax regime based on their specific circumstances and financial goals.

There can also be a few pitfalls to an LLC. These include:

  • Annual Fees and Paperwork: Despite being less complicated than a corporation, LLCs still require some paperwork and may be subject to annual fees and filings, which vary by state. These obligations can be a consideration for businesses looking for minimal administrative burdens.

  • Professional Restrictions: Some states impose restrictions on the formation of LLCs by certain professionals, such as lawyers or doctors. This limitation can affect the applicability of LLCs across different industries and professions.

LLP Pros and Cons

Forming an LLP can have a range of benefits, including:

  • Partner Protection: For LLPs, the key advantage lies in the protection it offers partners from the actions of their fellow partners. This is particularly relevant in professional settings where individual malpractice or negligence could occur, safeguarding each partner’s personal liability.

  • Management Flexibility: LLPs allow partners to structure their roles, responsibilities, and profit-sharing according to their preferences. This flexibility is instrumental in tailoring the partnership agreement to suit the unique needs and dynamics of the business.

  • Ease of Setup: Setting up an LLP is generally straightforward and particularly suited to licensed professionals for whom this structure is often designed. This ease of establishment is a significant advantage for professionals seeking a simple yet protective legal structure.

When forming an LLP, keep the following potential downsides in mind:

  • State Recognition Variability: One of the challenges with LLPs is the variability in state recognition and regulation. Not all states recognize LLPs, and the rules governing them can differ significantly, necessitating careful consideration based on the business’s operational location.

  • Professional Limitations: Similar to LLCs, LLPs may also be limited to certain professions in some states. Moreover, the degree of liability protection afforded by an LLP can vary, making it essential for potential partners to understand their specific state’s laws and regulations.

While both LLCs and LLPs offer unique benefits such as asset protection and management flexibility, they also come with specific limitations and requirements. Understanding these nuances is important for entrepreneurs and professionals to make informed decisions about their business structure.

What Are the Local and State Considerations?

Understanding local and state regulations is crucial to choosing between an LLC and an LLP. Each state in the U.S. has its unique set of laws and regulations that can significantly impact how these business structures operate within its jurisdiction.

These laws define the extent of liability protection and tax obligations and influence the business’s overall operational dynamics.

For instance, some states offer more favorable conditions for LLCs, while others may be more conducive to LLPs, especially for certain professional practices.

The impact of these state-specific regulations on business operations cannot be overstated. From the initial setup and registration to ongoing compliance, the geographical location of your business plays an essential role. It determines the legal responsibilities, paperwork requirements, and even the potential growth trajectory of your company.

For businesses operating or planning to operate across multiple states, this complexity multiplies, making it essential to have a comprehensive understanding.

Book a Demo With Mosey Today

Are you grappling with the complexities of state-specific compliance for your business? Let Mosey be your guide. With Mosey, you can effortlessly maneuver through the intricacies of payroll compliance, tax obligations, and HR regulations tailored to your business’s unique multi-state presence.

Whether you’re a fast-growing startup or a well-established small business, Mosey offers the tools and expertise to keep you compliant and focused on what you do best.

Book a demo today to get started.

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