Incorporation
Overview
Check Pricing
3-Step Process
Why LegalZoom?
Education Center
Incorporation Education
FAQ
Glossary
Why LegalZoom

Home | Business Formations | Incorporation

Incorporation

6. Differences Between a Corporation and a Limited Liability Company (LLC)

A limited liability company is a type of business entity that combines the personal liability protection of a corporation with the tax benefits and simplicity of a partnership. The following section details the main advantages and disadvantages of corporations versus LLCs.

Incorporate your business today

Advantages of a corporation versus a limited liability company (LLC)

Corporation profits are not subject to Social Security and Medicare taxes


Like a sole proprietorship or a partnership, the salaries and profits of an LLC are subject to self-employment taxes, currently equal to a combined 13.3%, unless the LLC opts to be taxed as a corporation. With a corporation, only salaries (not profits) are subject to such taxes.

Corporations garner greater acceptance

Since limited liability companies are still relatively new, not everyone is familiar with them. Although they continue to grow in popularity, still, in some cases, banks or vendors may be reluctant to extend credit to limited liability companies. Some states restrict the type of business an LLC may conduct.

Corporations can offer a greater variety of fringe benefits with fewer taxes

Corporations offer a greater variety of fringe benefit plans than any other business entity. Various retirement, stock option and employee stock purchase plans are available only for corporations. Plus, sole proprietors, partners and employees owning more than 2% of an S corporation must pay taxes on fringe benefits (such as group-term life insurance, medical reimbursement plans, medical insurance premiums and parking). Shareholder-employees of a C corporation do not have to pay taxes on these benefits.

Corporations lower taxes through income shifting

Although C corporations are subject to double taxation, a C corporation can use income shifting to take advantage of lower income tax brackets.

To illustrate, let's take an example of a company that earns $100,000. With a sole proprietorship, a business owner who is married and filing jointly would be in the 25% income tax bracket. With a corporation, assume that the business owner takes $50,000 in salary and leaves $50,000 in the corporation as corporate profit. The federal corporate tax rate is 15% on the first $50,000. Furthermore, the business owner is now in the 15% tax bracket for his or her personal income tax. This can reduce your overall tax liability by over $8,000.

Advantages of a limited liability company (LLC) versus a corporation

LLCs have fewer corporate formalities

Corporations must hold regular meetings of the board of directors and shareholders and keep written corporate minutes. Members and managers of an LLC need not hold regular meetings, which reduces complications and paperwork.

LLCs have no ownership restrictions

S corporations cannot have more than 100 shareholders. Each shareholder must be an individual who is a U.S. resident or citizen. Also, it is difficult to place shares of an S corporation into a living trust. These restrictions do not apply to LLCs (or C corporations).

LLCs have the ability to deduct operating losses

Members who are active participants in an LLC's business can deduct operating losses against their regular income to the extent permitted by law. While S corporation shareholders can also deduct operating losses, C corporation shareholders cannot.

LLCs have tax flexibility

By default, LLCs are treated as a "pass-through" entity for tax purposes, much like a sole proprietorship or partnership. However, an LLC can also elect to be treated like a corporation for tax purposes, whether as a C corporation or an S corporation.

To learn more and to speak with a representative, please call us at (888) 381-8758.

LegalZoom Newsletter
Sign up for our free monthly newsletter and receive periodic special offers.
Choose Another Document