1. Types
2. Liability
3. Tax Status
4. Local vs. Federal
5. S vs. C

When starting a business, you'll need to consider founding it as an LLC vs S corp vs C corp vs partnership. All of these different filing statuses have tax and liability implications, and all of them are good for certain kinds of businesses and bad for others. Though the sheer number of different possibilities looks intimidating, taking the time to do your research will let you act with the confidence that you made the optimal choices when creating your business.

Types

There are many ways to organize a business in modern America. They include:

Each one has specific characteristics, based on how the law treats them. The sole proprietorship and the partnership both involve businesses directly owned by a single individual or small group of individuals. Corporations, on the other hand, are legal persons created for the purpose of doing business, with rights and responsibilities associated with that status. An LLC can be run as any of the other types of business.

Liability

Liability is a huge issue for businesses. After all, in the course of doing business, a company can accidentally step on many toes, and the owners of those toes will expect recompense for their trouble. All the different forms of company ownership have different relationships to legal liability.

Sole proprietorships and partnerships are legally indistinct from their owners. As such, any legal proceeding has to consider the assets owned by the owners when assessing damages. This can leave the owned in the uncomfortable position of having to pony up their own money and possessions to pay for the mistakes of people in their employ.

Corporations, on the other hand, count as separate persons when a lawsuit is involved. A corporation of either type can only be sued for the assets it owns, not the assets of its shareholders. This protection of assets makes them ideal for higher risk fields. An LLC is treated like a corporation in terms of liability, regardless of how it is filed federally.

Tax Status

The other major difference between the company types is tax status. There are several categories of tax a company might be liable for:

  • Federal income tax.
  • State income tax.
  • Payroll tax – the taxes for things like Social Security and Medicare, which come directly out of the paycheck.

C Corporations get a pretty bad deal on their taxes compared to other types. A corporation owes its own income tax on its profits, referred to as the corporate tax. Then the income its shareholders get is taxed again, in the form of income tax on the payouts to the investors. A C Corporation is responsible for half of the payroll taxes of its employees; the rest is taken out of their salaries.

S Corporations, sole proprietorships, and partnerships instead count their profits as the direct income of their owners. This means that the money is only taxed once, though the owners in this case are responsible for the entirety of their payroll taxes, which are paid as part of the self-employment tax on their federal income taxes.

Local vs. Federal

When looking at LLCs, it is also important to understand the difference between local and federal status. An LLC is a status granted under state law, and as such only has jurisdiction over state taxes. LLCs are filed federally as one of the other types and are treated on their federal income taxes as that type. The exact laws governing LLCs vary from state to state, so if you are looking into filing one, you'll need to study exactly what that means in your jurisdiction.

S vs. C

The two corporate filing statuses are also quite different from each other. A C Corporation, the default status used by the IRS when dealing with corporations, has the tax disadvantages mentioned above. An S Corporation is instead treated as a sole proprietorship or partnership when it files federal taxes but must agree to abide by a set of rules designed to keep the status local. These rules dictate who is allowed to invest in the corporation and how they can operate.

If you need help with creating your LLC, S Corp, C Corp, or partnership, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.