LLC vs. S Corp: How To Choose The Right One for You

There’s one question every new entrepreneur needs to answer as they start a business: How will that business be structured?

A sole proprietorship is a simple and attractive business structure for many, but if protecting your personal assets from potential business losses or lawsuits is important to you, then an LLC or an S corp is the way to go. 

Ahead, learn the differences between these two entities and how to choose the best one for your business.

Ready to start your business? Create your website today or learn more about Shopify’s tools for selling online and in person.

What is a limited liability company (LLC)?

A limited liability company (LLC) is a legal entity. When your company is an LLC, it’s a distinct business entity. It exists separately from you, so you can’t be held financially liable for debts or lawsuits against it. LLCs are state designations. The Internal Revenue Service (IRS) doesn’t have one specific tax category for LLCs, and federal law does not govern the rules for forming and managing them. 

By default:

• Single-member LLCs are taxed as sole proprietorships
• Multi-member LLCs are taxed as partnerships

By choice:

• LLCs can elect to be taxed as a corporation (C corp or S corp) 

LLCs are attractive because they balance liability protection with regulatory flexibility. Imagine you are starting an online store with a friend. You’re excited to sell wholesale jewelry but don’t want to risk your savings or belongings if something goes wrong. Starting an LLC is the easiest way to establish your business partnership without putting your personal assets on the line.

What is an S corp?

S corporation, or S corp, is short for “subchapter S corporation.” It’s a federal tax designation that permits eligible LLCs and certain corporations to pass income and losses through to shareholders. Establishing and maintaining an S corp is complicated and should be approached with help from a qualified tax adviser.

S corporation shareholders can pay themselves a reasonable market salary and take additional profits as dividends. They do not pay employment taxes on dividends. 

S corporation designation is ideal to minimize self-employment taxes while maintaining legal protections. For example, say you’re running a consulting firm that makes $150,000 annually. As an S corp, you could take a salary of $80,000 (subject to employment taxes) and the remaining $70,000 as dividends, which are not subject to the same taxes.

Key differences between LLCs and S corps

Limited liability companies and S corporations differ in formation, administration, and taxation processes. 

Formation

LLC

The LLC formation processinvolves the following steps:

• File articles of organization with your state.
• Create an operating agreement that outlines the ownership structure of the LLC.
• Choose a registered agent who is responsible for receiving communications.
• Register for a state and/or local business license.

The final step for creating an LLC is to choose the company’s tax status when you apply for an employer identification number (EIN) with the IRS.

S corp

To qualify to start an S corp, you must file Form 2553, Election by a Small Business Corporation, with the IRS and meet strict and specific requirements.

To maintain S corp status, your company must hold regular meetings with directors and shareholders and record meeting minutes per company bylaws. Depending on your state of incorporation, you may also need to pay an annual filing. Check your state’s business site to learn if that’s the case.

Payroll

LLC

LLC owners are not required to receive a salary; instead, they can take all business income as pass-through income.

S corp 

Owners of S corps who actively work for the company must be compensated via payroll and with a reasonable salary. Beyond salary, they can take company profits as distributions.

Taxation

LLC

An LLC with no special tax election is taxed as a sole proprietorship or a partnership, depending on the number of owners. 

Either way, the business’s profits are passed through to its owner(s). Instead of corporate tax, the owner pays income and self-employment tax, which covers their Social Security and Medicare contributions. The self-employment tax rate is 15.3%.

S corp

Choosing to be taxed as an S corp can reduce your self-employment taxes. 

While your owner’s salary is subject to self-employment and payroll taxes, you can take additional company profits as distributions, which are taxed as ordinary income and don’t incur self-employment tax. 

📚Learn: How To File Business Taxes for LLC: What To Know

Management structure

LLC

There’s no limit on the number of members or owners in an LLC.

LLCs can be member-managed or manager-managed, meaning owners can control them directly or appoint professional managers. Either way, LLC proprietors keep their ownership rights. 

S corp 

An S corp can have up to 100 members, something to keep in mind if you intend to scale the business or need outside investment. All S corp owners must share the same type of stock; you can’t split shares between common and preferred. 

Finally, an S corp must have a board of directors and officers. Solopreneurs can fill the roles themselves, but the process becomes more complicated when an S corp has multiple owners.

Operations

LLC

LLCs are straightforward to establish, requiring only articles of organization and an operating agreement that complies with state law. 

Members can customize voting rights and operational procedures through the operating agreement, fine-tuning day-to-day decisions and giving certain members greater control over specific business matters, if desired.

S corp 

S corps must strictly adhere to corporate formalities regardless of size. Even if you’re the only owner, you must wear different “hats” (shareholder, director, officer) and formally document all decisions.

An S corp:

• Must hold formal meetings with recorded minutes
• Must maintain corporate formalities like bylaws
• Must follow the formal chain of command for decisions

💡Tip: Consider working with a qualified tax adviser who can explain state and federal recordkeeping requirements and ensure you follow proper procedures.

Similarities between LLCs and S corps

LLCs and corporations also have their similarities: 

Liability protection

Both entities protect their owners’ personal assets from debts and legal liabilities. 

Pass-through taxation

Both types of businesses get pass-through taxation by default.

Formation and maintenance requirements

Both S corps and LLCs must file articles with the state, pay filing fees, and comply with state-specific requirements. 

Easy ownership transfer

S corps and LLCs can both transfer ownership, but the processes vary. S corps are restricted on the number and types of shareholders, while LLC owners must get approval from other members per their operating agreement. 

Life of the business entity

Both structures allow for perpetual existence, which means the entities live on regardless of whether you quit, retire, or pass away. 

Pros and cons of an LLC

Benefits of an LLC:

• Owners are not personally liable for the company’s debts. Their assets, such as houses or cars, are protected.
• Owners can be taxed as sole proprietors, partners, C corporations, or S corporations, allowing them to select the most favorable tax treatment.
• LLCs are easier to establish and maintain than corporations, with fewer formalities and eligibility requirements.
• LLCs can be member-managed or manager-managed. You might prefer a member-managed setup if you’re a new startup with hands-on owners. 

Drawbacks of an LLC:

• Owners might be subject to self-employment taxes, which can be higher than the taxes paid by S corporation shareholders.
• LLCs cannot issue stock to attract investors, which is a key difference between LLCs vs. S corps and other corporation types.
• Establishing an LLC outside your resident state (known as a “foreign” LLC) can incur annual fees and require hiring a registered agent. 

Pros and cons of an S corp

Advantages of an S corp:

• S corporation shareholders are not personally liable for the company’s debts and liabilities.
• S corps are not subject to corporate income tax. Instead, income, deductions, and credits pass through to shareholders, who report this information on their personal tax returns.
• Shareholders can be treated as employees, potentially reducing self-employment taxes compared to LLC members.

Drawbacks of an S corporation:

• S corps are limited to 100 shareholders, who must be US citizens or residents.
• S corps cannot be owned by other corporations or partnerships.
• S corporations must follow more formalities than LLCs, such as holding regular shareholder and board meetings, maintaining minutes, and adhering to additional record-keeping requirements.
• S corps must allocate profits and losses to shareholders in proportion to their ownership interest.

How to structure LLCs and S corps

LLCs and S corps follow different establishment processes because they serve different business needs. 

Here’s how to structure them:

LLC

LLCs are flexible and straightforward, perfect for small to medium-sized business owners wanting basic protection.

• You can own an LLC by yourself or with other people.
• Each owner (called a member) can own a different percentage of the business.
• You can run the LLC yourself or hire managers to run it.
• The business can pay taxes as an S corporation or pass the taxes through to the owners as self-employment earnings.
  
  

S corp

S corps are corporations that have chosen special tax status with the IRS.

• You’re limited to 100 shareholders (owners).
• All shareholders must be US citizens or residents.
• You can only have one class of stock.
• The company must have a board of directors who make big decisions.
• You need officers (like a president and secretary) to run daily operations.

State-specific considerations

Understanding state laws for LLCs and S corps

Each state has rules for how businesses can operate. Federal law controls many aspects of S corps, like who can be shareholders and how profits are taxed, while state laws hold more sway over LLCs. 

Some states are stricter than others. For example, New York requires LLCs to publish a notice in local newspapers when they form. 

Registration requirements by state

To register your business in most states, you’ll need:

• A unique business name
• A registered agent with a physical address in the state
• Formation documents (called Articles of Organization for LLCs or Articles of Incorporation for S corps)
• Filing fees (these range from $40 to $500)

Before registering your business, check the requirements for your state. California requires an initial statement of information, while Delaware is known for keeping things simple. 

If you’re looking for a good name, try Shopify’s free business name generator.

📚 Learn: Understand How DBAs and LLCs Compare for Your Business

State taxes for LLCs vs. S corps

Tax regulations differ by state. Look at California, for example:

• LLCs operating in California pay an annual minimum franchise tax of $800. If their total California income exceeds $250,000, they must pay an additional fee.
• S corporations in California are subject to a franchise tax of 1.5% on net income, with a minimum tax of $800. 

If you were to run a break-even analysis, an S corp in California becomes financially beneficial when your profits reach about $75,000 annually. Below this amount, the extra costs of running an S corp outweigh the tax savings. 

Overall:

• Some states tax LLCs and S corps at different rates.
• Certain states have special fees or taxes for one entity type but not the other.
• A few states don’t recognize S corp status and tax them as regular corporations.

Compliance differences across states

Each state has compliance rules, which often differ for LLCs and S corps. Here are the main areas that vary:

• How often you need to file reports
• What information to include in annual filings
• When you need to update business information
• Record-keeping requirements

For example, in Delaware:

• LLCs pay an annual tax of $300 with no report required
• S corps must file both annual and franchise tax reports, with fees between $175 and $250

Meanwhile, in Pennsylvania: 

• Starting in 2025, LLCs and S corps must file annual reports, including a Corporate Tax Report, a change from previous decennial filing requirements

Missing deadlines or requirements can result in penalties or the loss of your business status, so it’s essential to understand and follow the rules in your state.

Choosing the best state for your business structure

Pick your business state based on:

• Where you’ll do business
• The state’s tax structure
• Initial and ongoing costs
• Legal requirements and paperwork
• Legal protections for business owners

While Delaware is popular for its business-friendly laws, it’s not always the best choice. 

Consider where your business will operate. If you’ll mainly work in Ohio, registering in Delaware means you’ll need to register in Ohio, too. This situation is called “foreign qualification” and requires you to pay extra fees and file tax returns in both states. 

The best state for small to medium-sized businesses is the one that houses your main office and most of your employees. 

Transitioning from an LLC to an S corp

Reasons for transitioning to an S corp

Business owners may switch from an LLC to an S corp when their business grows. The main reason? Tax savings. 

When your LLC makes more $75,000 to $100,000 yearly, becoming an S corp introduces the potential for savings on self-employment taxes.

Steps to convert your LLC to an S corp

Converting your LLC involves several key steps:

1. Check if you qualify. Your business must be based in the US and have no more than 100 shareholders, who must be US citizens or residents.
2. Get a tax ID number from the IRS if you don’t already have one.
3. File Form 2553 (Election by a Small Business Corporation) with the IRS.
4. Update your LLC’s operating agreement to reflect S corp rules.
5. Set up payroll for yourself and any employees.
6. Open separate business bank accounts if you haven’t already.

💡Tip: Consider having an accountant or licensed legal professional file your S corp election to ensure accuracy and avoid delays. 

Tax implications of transitioning

Some tax changes to be aware of when switching to an S corp:

• You’ll need to run payroll and pay yourself a reasonable salary.
• Your business will file Form 1120S for tax returns.
• You’ll receive a K-1 form showing your share of business income.
• You might need to pay quarterly estimated taxes on both your salary and distributions.

Maintaining compliance during the transition

Staying compliant requires you to:

• Keep detailed records of all business transactions
• Hold required shareholder meetings and keep meeting minutes
• Maintain separate business and personal finances
• File all required federal and state tax forms on time
• Pay yourself a reasonable salary that matches industry standards
• Track stock ownership and changes in shareholders
• Follow state-specific S corp rules and regulations

LLC vs. S corp: Choosing the best option for you

In a nutshell, an S corporation is a tax status that may reduce owners’ self-employment tax obligations under the right circumstances. S corporations follow strict rules and require more paperwork than LLCs. 

LLCs are simple entities that protect owners’ personal assets from their businesses’ liabilities. Because they are relatively easy to establish and run, they’re often the first choice for owners of small and medium-sized businesses.

An S corporation may be best for you if:

• You’ll benefit from pass-through taxation, avoiding double taxation
• You have 100 or fewer shareholders
• Your shareholders are US citizens, residents, or certain trusts and estates
• You desire limited liability protection for shareholders
• You want flexibility in allocating personal income and losses
• You aim to save on self-employment taxes for shareholders
• You only need one class of stock
• You prefer a simpler corporate structure with fewer regulations when compared to a C corp
• You plan to distribute profits according to ownership shares
• You may want to convert to a C corp in the future

An LLC may be best for you if: 

• You want to protect your personal assets from potential business debts or lawsuits
• You like the option to choose between being taxed as a sole proprietorship, partnership, or corporation
• You want a business structure with fewer formalities and less paperwork than a corporation
• You prefer pass-through taxation, where you report business profits and losses on your personal tax return
• You want the freedom to have any number of owners (members) in your business, including individuals, corporations, or other LLCs
• You seek flexibility in allocating profits and losses among members rather than a fixed distribution based on ownership percentages
• You prefer the option of choosing between member-managed or manager-managed structures
• You want to enhance your business’s credibility by having a formal business structure that shows potential clients, investors, and partners that you are serious about your venture
• You are comfortable with the regulations and requirements specific to the state where you plan to form the LLC, including fees, annual reports, and taxes
• You believe your business has growth potential

Make smart tax choices as a business owner

For some LLCs, there may be tax benefits to enjoy by choosing to be taxed as an S corp. The process requires multiple legal steps, but the extra effort may be worth it if you can lower your overall tax liability as an entrepreneur.