Learn what advantages make the LLC such a popular choice for business owners. LLC owners enjoy limited liability, tax benefits, less paperwork, and flexibility in management roles and profit sharing.
By Diana Fitzpatrick, J.D. · New York University School of Law
Updated by Amanda Hayes, Attorney · University of North Carolina School of Law
Many new businesses are structured as limited liability companies (LLCs), which offer key advantages over other business entities. An LLC is a type of business that can be formed by one or more people (or entities). The owners each participate in the management of daily business operations and have limited liability for business debts and obligations.
An LLC blends certain positive attributes of a:
- sole proprietorship
- partnership, and
- corporation.
State laws governing LLCs might vary, but typically LLCs offer five main advantages for new businesses.
1. Limits Your Personal Liability
An LLC is viewed as a legal entity separate from its individual members or owners. Similar to shareholders of a corporation, an LLC owner is not personally liable for the LLC's debts or legal liabilities. For example, if your LLC has $5,000 in debt, the creditors probably can't come after you personally to recover the money.
The LLC owner can usually only lose their capital contribution to the business—like corporate shareholders. For example, suppose Hunter and Cody have an LLC together. Hunter invests $20,000 into the company, and Cody invests $30,000. The LLC struggles to take off and accumulates $70,000 in debt. The LLC can use the $20,000 Hunter invested and the $30,000 Cody contributed to partially pay off the business's debts. While Hunter and Cody will lose their investments, they won't need to use any of their own money to pay the remaining $20,000 in business debt.
Protects Your Personal Assets
An LLC's legal obligations usually don't put the LLC owner's personal assets, such as a home or individual bank account, at risk. Creditors can't come after your—or, if you're married, your spouse's—personal assets to pay the business debts.
For instance, if your business owed $10,000 to a creditor, the creditor could only sue the business, and not you personally, to recover the debt.
When You're Personally Liable for Business Debts
As with other business organizations, you could still be personally liable for business debts in some instances, such as when:
- you co-sign or personally guarantee a business loan
- you pledge your personal property as collateral for a business loan
- the corporate veil is pierced—usually when you blur the lines of separation between you and the LLC
- you fail to use reasonable care which causes harm to a third party
- you breach your duties to your LLC, or
- you commit fraud.
For more information, read about when you might be personally liable for LLC debt.
2. Flexible Management Structure for LLCs
State laws usually apply equal management responsibilities and duties to LLC owners. But LLC members (or owners) are generally free to set their own rules for how the LLC is managed and operated.
Create an Operating Agreement
You can spell out each member's role and responsibilities in an operating agreement. An operating agreement is the governing document for an LLC, and every LLC should have one—especially if you don't want to follow the default rules in your state's LLC laws.
You can specify which member handles or is in charge of the business's:
- finances
- management of employees
- business contracts
- taxes, and
- legal requirements (like annual reports, business license renewals, and zoning permits).
Run Your Own Show
Entrepreneurs are self-starters who prefer to chart their own courses. Most states recognize a single-member LLC, which means that you can be the sole owner of your business. As a single-member LLC, you can make your own business decisions without having to consult with and receive approval from:
- other partners in a general partnership, or
- a board of directors in a corporation.
Like a sole proprietor, you own, manage, and operate your business, but without the same liability issues of a sole proprietor.
3. Tax Benefits for LLCs
Because LLCs are not recognized entities for tax purposes, owners have to elect how they want their LLCs to be taxed. You can choose to have your LLC taxed as a:
- corporation (also called a "C-corporation")
- S corporation, or
- partnership.
There are advantages (and disadvantages) to each tax structure. Corporations typically have lower tax rates but you face double taxation. Both the business and the individual owners are taxed on the business's income. Alternatively, S corporations and partnerships are known as "pass-through" entities, and only the owners are taxed, not the business. (For more information on how corporations and LLCs are taxed, read our article on corporations and S corporations vs. LLCs.)
Single-Member LLCs are taxed as sole proprietors. If you're the only owner of your LLC, then you're considered a sole proprietor for tax purposes. You'll also be considered a pass-through entity.
Avoid Double Taxation
Standard corporations typically face the burden of double-income taxation. The corporation's profits are taxed as income and shareholders must pay income taxes on any dividends. LLCs that don't elect corporation status receive "pass-through" treatment and avoid double taxation. Instead of taxing the business and its members, each member is only taxed on their share of the profits.
Unless you elect otherwise, the IRS treats LLCs as partnerships for tax purposes. So, you'll be able to immediately avoid double taxation. Instead, you'll report the business's profits and losses on your individual income tax return. If you elect S corporation status, you can also avoid double taxation. (For more information, read how LLC members are taxed.)
Pass-Through Tax Deduction
As an owner of a pass-through business entity, you might be able to take advantage of the 20% pass-through deduction established under the Tax Cuts and Jobs Act. Under this law, you'll only be taxed on only 80% of your business income.
For example, if you made $100,000, you'd only be taxed on $80,000. This deduction can save you a significant amount. Not only will your taxes be less, but you might also qualify for a lower tax bracket and lower tax rate.
4. Less Administrative Hassles and Paperwork for LLCs
Establishing and maintaining an LLC is less complex and requires less paperwork than other corporate entities.
File Articles of Organization
An LLC registers its existence by filing articles of organization with and paying a fee to the relevant state office, normally the secretary of state.
You'll typically only need to provide the following basic information in your articles of organization:
- LLC's name
- address of the LLC's principal office
- a mailing address
- name and address of the members
- name and contact information for the registered agent, and
- purpose of the business.
Administrative Requirements for LLCs vs. Corporations
Similarly, corporations must file articles of incorporation with their state's office. After filing, corporations must then hold an organizational meeting to:
- elect corporate officers
- determine authorized classes of shares, and
- draft and enact bylaws that detail the company's internal management.
The corporation's board of directors will meet regularly to discuss and finalize business strategies, finances, and policies and can call special meetings when emergency action is needed. Corporations are also required to hold an annual shareholders meeting. In addition, corporations typically must file annual reports and pay yearly fees to retain their corporate status.
In most states, these meeting and reporting requirements don't apply to LLCs. Instead, LLCs are usually only responsible for an annual fee and filing obligations.
5. Flexibility in Sharing Profits
In most cases, business entities distribute profits based on an owner's capital contribution (investment) or percentage of ownership interest. In a general partnership, partners normally share profits equally. Corporations can pay dividends based on each stockholder's proportion of ownership interest.
Profit Distributions Can Differ From Ownership Interests
However, LLC members have the flexibility to determine how profits are distributed—and usually defined these terms in the LLC's operating agreement. LLC members aren't limited to their proportion of ownership. They can decide to divide up profits in a different way.
For example, one member might agree to take less than their proportional share in profits if another member agrees to put in extra hours and efforts toward the LLC's daily operations.
Limitations on Profit Distributions
But LLCs have some limitations on how they can distribute profits. They can't allocate profits when:
- it endangers the LLC's solvency, or
- the LLC's liabilities are equal to or greater than its assets.
Also, the IRS has rules that require allocations not based on ownership interest—called "special allocations"—to reflect a legitimate economic circ*mstance. The purpose of these rules is to prevent owners from merely trying to gain a tax advantage.
Seeking Additional Information
For more information, you can visit the Small Business Administration's website or contact your local division of corporations or secretary of state's office. If you have specific legal questions about how your business can capitalize on the benefits of LLCs, you should talk to a business attorney. They can help you take advantage of the tax deductions, explain your liability risk, and draft your operating agreement.
