LLC vs. S-Corp: What Are They & How They Work

Choosing between an LLC and an S-corp can be a game-changer for your business. In this guide, we break it all down to help you make an informed decision. Plus, find out how you can simplify your compliance tasks, no matter which path you choose.

What Is an LLC?

An LLC, or limited liability company, is a legal business structure that offers substantial liability protection for the owners, known as members.

Tailored primarily for small to medium-sized businesses, the LLC provides a unique advantage: It combines the liability protection generally associated with corporations and the operational flexibility found in partnerships.

The IRS does not have a separate tax category specifically for LLCs. By default, LLCs align with sole proprietorship taxation if there is only one member and with partnership taxation if there are multiple members.

However, for corporate tax purposes, an LLC can be classified as either an S-corporation or a C-corporation (C-corp) if it meets the qualifying criteria.

What Is an S-Corp?

An S-corporation is not a separate business entity but rather a tax classification that both LLCs and traditional corporations can choose. This type of business classification eliminates the burden of a corporate income tax rate, allowing company profits to be passed directly to the owners’ personal tax returns.

S-corp status isn’t just open to any organization. To qualify, a business must meet specific eligibility requirements, including:

U.S.-based operations
A maximum of 100 shareholders
Shareholders are limited to individuals, certain trusts, and estates
Shareholders may not include other corporations, partnerships, or non-resident aliens
A single class of stock

S-corp taxation presents substantial tax benefits for business owners, ranging from tax savings to potentially more advantageous treatment of company profits.

Whether your business is an LLC or a traditional corporation, the S-corp tax classification allows for greater financial planning and may result in tax efficiencies.

How Are LLCs and S-Corps Different?

Understanding the key differences between LLCs and S-corps can be crucial for entrepreneurs forming a new business. Both structures offer limited liability protection and have unique tax benefits, but they differ in various ways, such as ownership, management structure, and reporting requirements.

Ownership

LLCs are known for their flexibility when it comes to ownership. An LLC can have an unlimited number of members, and these members can be individuals, C-corporations, or even partnerships. This flexibility allows LLCs to adapt and grow as the business scales.

S-corps are far more stringent in their ownership requirements. The maximum number of shareholders is capped at 100, and only U.S. citizens or certain trusts can be owners. This restriction might not be ideal for all businesses, especially those planning to scale quickly or involve international investors.

Management Structure

Management structure in an LLC is generally laid out in an operating agreement, allowing for a tailored approach to business operation. Various classes of equity and different degrees of participation among the owners are possible in an LLC.

In contrast, S-corps operate more formally and often involve a board of directors. They’re also restricted to a single class of stock, limiting how profits and losses are allocated among shareholders.

Taxes

By default, LLCs are pass-through entities, meaning business income is reported on the owners’ personal tax returns. Members pay federal, state, and self-employment taxes on their share of the company profits.

Opting for S-corp tax classification can offer significant tax benefits, especially when it comes to self-employment tax. However, the IRS closely examines the “reasonable salary” that S-corp owners pay themselves, which has to align with industry standards.

Reporting Requirements

LLCs typically face fewer state law reporting requirements compared to S-corps, which translates to less paperwork and administrative tasks. Articles of organization and occasionally an annual report may suffice.

S-corps usually require more formalized reporting, including board meetings and financial disclosures. Failure to comply can jeopardize the S-Corp status.

Profit and Loss Allocation

LLCs offer the luxury of customizing how profits and losses are divvied up among members. This flexibility can be articulated in the operating agreement, giving members the freedom to allocate based on performance, initial contribution, or other metrics.

When it comes to S-corps, the rules are less flexible. Profit and loss allocations are directly tied to each shareholder’s ownership stake. While this approach minimizes debate, it also removes the chance for creative, performance-based profit sharing.

Cost To Establish

LLCs generally offer a more budget-friendly entry point. Initial costs can be lower, particularly if you’re establishing a single-member LLC. However, it’s worth noting that some state laws could impose additional fees or require more complex structures that can drive costs up.

Choosing the S-corp route often means facing extra costs, especially when it comes to payroll. Since S-corp owners usually become employees, this adds layers of payroll taxes and administration.

But it’s not all downside — remember that S-corps also offer tax benefits that could potentially offset these initial costs over time.

Whether you’re considering forming an LLC or opting for S-corp status, be aware of the subtle but significant differences between the two. A keen understanding of these factors can help you navigate the complex terrain of business incorporation.

How Do You Know Which Option Is Best for You?

Navigating the LLC vs. S-corp choice involves more than flipping a coin. This decision can influence your tax obligations, personal liability, and even how you operate day-to-day. Here, we’ll explore the scenarios in which one structure may be more advantageous than the other and how you can transition between the two if needed.

Why Might You Choose an LLC?

When you form an LLC, you’re creating a legal entity that is separate from its owners. This provides a shield for your personal assets in case the business faces legal troubles.

The perk here is that you’re getting this level of protection without a laundry list of formal requirements. Unlike corporations, which can require things like annual board meetings and keeping minutes, LLCs allow you to focus more on running your business.

The tax structure of an LLC is built for flexibility. As pass-through entities, all business income and expenses flow through to the personal income tax returns of the LLC owners, avoiding double taxation.

You can even opt for corporate taxation if that better suits your financial needs, providing a level of adaptability that’s hard to ignore.

Let’s talk logistics. The cost to get an LLC up and running is usually lower. You’ll need to file articles of organization, and the filing fee is generally more affordable than what you’d pay for a corporation’s articles of incorporation. This makes it an attractive option for small business owners or entrepreneurs who are just getting started.

Why Might You Choose an S-Corp?

S-corps offer a particular advantage when it comes to self-employment taxes. According to the internal revenue code, an S-corp allows you to both draw a salary and receive distributions from the company profits.

These distributions are not subject to Medicare or Social Security taxes, potentially offering substantial tax savings. If you’re planning to scale or bring in outside investment, the structured nature of an S-corp could be beneficial.

With a clearly defined board of directors and corporate officers, it’s easier to delineate roles and responsibilities, making your company more attractive to investors who like to know exactly who’s steering the ship.

Much like an LLC, an S-corp offers protection for your personal assets. But here’s the twist: It has a more rigid set of operational requirements, including the need for bylaws and regular board meetings. For some entrepreneurs, these formalities are a small price to pay for the benefits they receive in return.

Turning an LLC into an S-Corp

If you’re looking to change lanes from an LLC to an S-corp, paperwork is your first stop. You’ll need to file Form 2553 with the IRS. This isn’t a DIY project. You may want to consult a CPA to make sure you’re meeting the requirements for this significant tax status shift.

A good rule of thumb? Don’t jump the gun. Switching makes the most sense when your LLC is pulling in enough revenue to justify the overhead costs associated with the more complex S-corp structure.

Finally, remember that converting to an S-corp will narrow down who can be an owner in your business. S-corps are limited in the number of shareholders and types of entities that can hold shares. If your LLC has a diverse ownership structure, it’s crucial to consider this before taking the plunge.

Which One Should You Choose? LLC or S-Corp?

Deciding between an LLC and an S-corp can be difficult. Both have distinct advantages, depending on your business objectives, revenue, and how you wish to handle taxes and liability.

But regardless of which corporate structure you opt for, compliance is a non-negotiable aspect of running a successful business. That’s where tools like Mosey come into play.

Mosey’s robust, all-in-one platform organizes your compliance requirements, making it easy to manage everything from tax accounts to registration with the secretary of state office.

Whether you’re wrestling with tax obligations for an S-corp or looking into pass-through taxation for your LLC, Mosey simplifies the process and helps you meet each milestone efficiently. Make the smart choice for your business and simplify your compliance needs with Mosey today!