What Is the Difference Between an LLC and S Corp?

An LLC offers flexible management, fewer compliance requirements, and pass-through taxation without restrictions on the number or type of owners. In contrast, an S Corp provides pass-through taxation but with stricter ownership rules, including a limit of 100 shareholders who must be U.S. citizens or residents, and requires a more formal structure like a board of directors. Both structures provide limited liability protection, but the choice between them depends on your specific business needs, tax situations, and funding strategies.

Here’s a breakdown of the key differences:

Business Structure and Formation

An LLC is a flexible business structure that combines a partnership’s pass-through taxation with a corporation’s limited liability protection. It’s relatively easy to form and manage. Owners of an LLC are called members, and an LLC can have an unlimited number of members.

An S Corp is a special type of corporation designed to avoid the double taxation typically experienced in traditional corporations. To become an S Corp, a business must first be a corporation, then file a special election with the IRS.

Taxation

LLCs enjoy pass-through taxation, meaning the business itself is not taxed. Instead, profits and losses are passed through to members and reported on their personal tax returns. Members can also choose how they want the LLC to be taxed (like a corporation, partnership, or as a disregarded entity if it’s a single-member LLC). An LLC can still be treated as an S Corp for tax purposes, even though it’s still an LLC.

S Corps also have pass-through taxation. However, shareholders can be employees and draw salaries, and the remaining income can be distributed as dividends, which are often taxed at a lower rate. There are strict rules about who can be a shareholder (e.g., no more than 100 shareholders, all of whom must be U.S. citizens or residents).

LLC vs s corp: differences explained

Ownership and Investment

LLCs offer more flexibility in ownership. There are no restrictions on the number or type of members. Raising capital can be more challenging, as investors may prefer more traditional corporate structures.

S Corps have more restrictions on ownership. For instance, they can’t have more than 100 shareholders, and all shareholders must be U.S. citizens or residents.

Management and Compliance

LLCs have a simpler management structure and fewer compliance requirements. They’re not required to have a board of directors or hold annual meetings. The members can manage the LLC themselves (member-managed) or appoint managers (manager-managed).

S Corps have more formal requirements, similar to a standard corporation. This includes a board of directors, annual meetings, and maintaining corporate minutes. These requirements can make S Corps more complex to operate than LLCs.

Personal Liability Protection

Both LLCs and S Corps offer limited liability protection, meaning that in most cases, the personal assets of the owners/shareholders are protected from business debts and lawsuits.

Frequently Asked Questions

Can an S Corp Own an LLC?

Yes, an S Corporation can own an LLC, as it can hold an ownership interest like any other entity.

Can an S Corp Be Owned by a Trust?

An S Corporation can be owned by a trust if it meets specific IRS requirements. These requirements include being a permissible shareholder, such as a grantor trust, testamentary trust, or a voting trust, to maintain the S Corporation’s status.

Can an S Corp Have Employees?

An S Corporation can have employees. Like any other business entity, an S Corp can hire and pay employees, and it must adhere to all applicable employment laws and tax withholding requirements.

Can an S Corp Own Another S Corp?

No, an LLC cannot own an S Corp, as S Corp ownership is restricted to individuals, certain trusts, and estates. There is an exception if the S Corp owns 100% of the other S Corp.

Can an LLC Own an S Corp?

An LLC cannot own an S Corp unless it is a single-member LLC that is disregarded for tax purposes.

Gideon Alper

About the Author

Gideon Alper is an attorney who specializes in asset protection planning. He graduated with honors from Emory University Law School and has over 15 years of legal experience.

Gideon has helped thousands of clients protect their assets from creditors. Before private practice, he represented the federal government while working for the IRS Office of Chief Counsel.

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