LLC Vs. C-Corp: What’s The Difference?

Chauncey grew up on a farm in rural northern California. At 18 he ran away and saw the world with a backpack and a credit card, discovering that the true value of any point or mile is the experience it facilitates. He remains most at home on a tracto.

Chauncey Crail Contributor

Chauncey grew up on a farm in rural northern California. At 18 he ran away and saw the world with a backpack and a credit card, discovering that the true value of any point or mile is the experience it facilitates. He remains most at home on a tracto.

Written By Chauncey Crail Contributor

Chauncey grew up on a farm in rural northern California. At 18 he ran away and saw the world with a backpack and a credit card, discovering that the true value of any point or mile is the experience it facilitates. He remains most at home on a tracto.

Chauncey Crail Contributor

Chauncey grew up on a farm in rural northern California. At 18 he ran away and saw the world with a backpack and a credit card, discovering that the true value of any point or mile is the experience it facilitates. He remains most at home on a tracto.

Contributor

Cassie is a deputy editor collaborating with teams around the world while living in the beautiful hills of Kentucky. Focusing on bringing growth to small businesses, she is passionate about economic development and has held positions on the boards of.

Cassie is a deputy editor collaborating with teams around the world while living in the beautiful hills of Kentucky. Focusing on bringing growth to small businesses, she is passionate about economic development and has held positions on the boards of.

Written By

Cassie is a deputy editor collaborating with teams around the world while living in the beautiful hills of Kentucky. Focusing on bringing growth to small businesses, she is passionate about economic development and has held positions on the boards of.

Cassie is a deputy editor collaborating with teams around the world while living in the beautiful hills of Kentucky. Focusing on bringing growth to small businesses, she is passionate about economic development and has held positions on the boards of.

Rob Watts Managing Editor, SMB

With over a decade of editorial experience, Rob Watts breaks down complex topics for small businesses that want to grow and succeed. His work has been featured in outlets such as Keypoint Intelligence, FitSmallBusiness and PCMag.

Rob Watts Managing Editor, SMB

With over a decade of editorial experience, Rob Watts breaks down complex topics for small businesses that want to grow and succeed. His work has been featured in outlets such as Keypoint Intelligence, FitSmallBusiness and PCMag.

Rob Watts Managing Editor, SMB

With over a decade of editorial experience, Rob Watts breaks down complex topics for small businesses that want to grow and succeed. His work has been featured in outlets such as Keypoint Intelligence, FitSmallBusiness and PCMag.

Rob Watts Managing Editor, SMB

With over a decade of editorial experience, Rob Watts breaks down complex topics for small businesses that want to grow and succeed. His work has been featured in outlets such as Keypoint Intelligence, FitSmallBusiness and PCMag.

| Managing Editor, SMB

Updated: Jun 14, 2024, 7:50pm

Editorial Note: We earn a commission from partner links on Forbes Advisor. Commissions do not affect our editors' opinions or evaluations.

LLC Vs. C-Corp: What’s The Difference?

Getty

Table of Contents

The many types of business structures and the associated nomenclature can quickly become confusing. The differences among these categorical designations have important implications for taxes, liability and business operations, so understanding the nuances is important. Here we compare two of the most common business structures: the C-corporation or “C-corp” and the limited liability company or “LLC.”

LLC and C-Corp Defined

What Is an LLC?

A limited liability company balances the relative ease and flexibility of a partnership or sole proprietorship structure with the increased risk protection of a corporate structure. Like corporate shareholders, LLC owners (known as “members”) enjoy limited liability, meaning personal liability to the company includes only what members have invested and does not extend beyond it to cover corporate losses or debts.

C-Corp Pros and Cons

The most important advantages and disadvantages of C-corps focus on the same principles as LLCs.

C-Corp Advantages C-Corp Disadvantages Limited liability is provided for all employees, shareholders, directors and officers. Double taxation in which earnings are taxed first under the 21% corporate income tax and then again in the form of personal income for shareholders’ dividends and gains. Unlimited amount of shareholders allowed, without restrictions on country of origin or corporate/entity status. No personal write-offs, meaning shareholders can’t write off business losses on personal income statements, as some members of other business structures are able to do. Great for equity financing and attractive to investors because of the well-defined ownership, management and tax structure. More expensive and time-consuming to start and maintain than other business structures. Lower maximum tax rate compared to the maximum personal tax rate applied to non-corporate businesses. Stricter rules and regulations concerning elements of business operations such as meetings and record-keeping. More complicated, rigid management structure with benefits for raising capital.

Advertisement

Start an LLC Online Today With ZenBusiness

Click on the state below to get started.

Choosing Between an LLC and a C-Corp

While there’s no substitute for advice from licensed legal and tax professionals, an overview of the key similarities and differences between these business structures can help future owners ask the right questions about what type of business to form.

LLC and C-Corp Comparison Chart

LLC C-Corp Formation Articles of Organization Articles of Incorporation (C-corp is default corporation tax designation) Taxes: Gains “Single layer”/“pass-through”: personal income tax only (by default—however, LLC can also elect to be taxed as a C-corp or S-corp) “Double taxation”: corporate income and personal income Taxes: Losses Can be written off on personal tax returns Cannot be written off on personal tax returns Taxes: Filing Quarterly estimated self-employment taxes/annual tax return Quarterly Number of Shareholders/Members Unlimited, unless S-corp status is elected, limiting membership to 100 Unlimited Type of Shareholders/Members In most states: all eligible entities, including individuals and corporations All eligible entities, including individuals and corporations Origin of Shareholders/Members In most states: domestic and/or international Domestic and/or international Stock Can’t issue stock Can issue multiple classes Equity Financing Harder to raise capital, more difficult to transfer membership interests Easier to raise capital Retention of Earnings More difficult; distribution shares are taxed whether cash is distributed or not Easy; dividends are only taxed when distributed Limited Liability Protections Yes, because they are distinct entities from their members Yes, because they are distinct entities from their shareholders

Alternatives To Consider

Although they are each quite popular, C-corps and LLCs are only two of several possible business designations. Here are some of the other options business owners might consider:

S-Corp

This tax designation can be elected by corporations—and some LLCs—that qualify in order to receive special treatment. Unlike C-corps, S-corps are exempt from a federal corporate income tax. Instead, much like revenue from LLCs, partnerships and sole proprietorships, revenue from S-corp dividends or gains is taxed only at the individual level. If S-corp shareholders can meet certain criteria, corporate losses are able to offset income from other sources when written off on personal income statements.

S-corps enjoy the same protection from liability offered by corporation status and maintain an independent “life” from owners. Like the LLC, this designation was created to make limited liability protections—which have historically been associated with big corporations—available to smaller businesses. For a corporation to qualify for S-corp status, it can’t exceed more than 100 shareholders, effectively ruling out corporations that want to go public. Ownership of an S-corp is restricted for the most part to individual U.S. citizens or permanent residents.

For an LLC, the main advantage of S-corp taxation is that it may save money on self-employment taxes. This is because owners of an S-corp can be company employees. They must pay themselves a reasonable salary, but additional company earnings are considered distributions, which are not subject to Medicare and Social Security taxes. Under the default LLC tax structure, owners are self-employed and must pay self-employment taxes on all company profit.

Sole Proprietorship

If a legal distinction between business and owner and the protections the legal separation of entity can afford are not important or desirable to a business founder, sole proprietorship can offer an appropriate alternative, provided specific circumstances exist. A sole proprietorship is the simplest structure for a one-owner business. It gives the owner few regulatory burdens and a high degree of control and flexibility, but without a distinct business entity, there’s no legal difference between the business’s assets, debts and other liabilities and those of the owner. Unlike a corporation, this means the owner is on the hook personally for any legal or financial failures of the business.

Partnership

Partnerships are similar to sole proprietorships when it comes to liability or taxes. A partner in a general partnership, like a sole proprietor, reports a share of income, expenses, credits, profits and losses on personal tax returns and thus pays a personal income tax rate and assumes the business’s liability as personal liability. Like sole proprietors, partners must pay a self-employment tax where applicable on all gains without the benefit of separately categorized and possibly untaxed distributions. A limited partnership (LP) or limited liability partnership (LLP) may be an option depending on the industry and other specifics.