What Are the Differences Between an LLC and an INC in the U.S.?

If you're thinking about starting a business in the United States, you've likely come across two common legal structures: the LLC (Limited Liability Company) and the INC (Corporation). While both offer personal liability protection, there are key differences you should consider before deciding which structure is right for your business.

In this article, we’ll explore the main differences between an LLC and an INC in the U.S., including their management structure, taxation, legal responsibilities, and the implications for business owners.

1. Structure and Management

LLC (Limited Liability Company):
An LLC is a flexible structure that combines elements of partnerships and corporations. It’s characterized by its simple, flexible internal management. LLC owners are known as members, and they can actively manage the business or appoint managers to do so.

• Owners (Members): An LLC can have one or more members. These members can be individuals, other companies, or even foreign entities.
• Flexible Management: An LLC can be managed by its members or designated managers, depending on what’s specified in the Operating Agreement.
• Operating Agreement: This internal document defines how the LLC will be managed, including member responsibilities and decision-making procedures.

INC (Corporation):
A Corporation (INC) has a more rigid and formal structure compared to an LLC. The owners of an INC are the shareholders, who elect a Board of Directors to make major decisions. The Board, in turn, appoints officers (such as CEO, CFO, etc.) to manage daily operations.

• Shareholders: An INC is owned by its shareholders. Unlike an LLC, where members often manage the business, shareholders in an INC do not participate in daily management.
• Board of Directors: A group elected by shareholders to make strategic decisions for the company. Officers are responsible for operational management.
• Formal Requirements: Corporations are required to follow more formal rules, such as holding annual shareholder and director meetings and keeping minutes of these meetings.

2. Owner Liability

Both an LLC and an INC provide limited liability protection, meaning the owners are not personally responsible for the company’s debts and obligations.

• LLC: Members of an LLC are not personally liable for business debts or lawsuits unless they have acted fraudulently or improperly.
• INC: Similarly, shareholders of an INC enjoy limited liability protection. Their personal assets are protected, and they can only lose the amount of their investment in the company.

3. Taxation

LLC:
An LLC is a pass-through entity, meaning the business itself does not pay taxes on its income. Instead, the profits or losses are passed through to the owners, who report them on their personal tax returns.

• Income Tax: LLC members pay taxes on the company’s income via their personal tax returns, avoiding the double taxation that corporations face.
• Tax Flexibility: An LLC can choose to be taxed as an S-Corp or a C-Corp if desired, offering more flexibility in tax planning.

INC:
An INC is subject to corporate taxation. This means the corporation must pay taxes on its income at the corporate level. If the INC distributes dividends to shareholders, those dividends are also subject to personal income taxes, resulting in double taxation.

• C-Corporation: An INC usually pays taxes as a C-Corp, meaning it pays federal and state corporate taxes on its profits, and shareholders pay taxes on dividends received.
• S-Corporation: Corporations can also opt to be taxed as an S-Corp, where profits are "passed through" to shareholders to avoid double taxation. However, there are limitations on who can be an S-Corp shareholder.

4. Capitalization and Fundraising

LLC:
LLCs face more limitations when raising capital. Since they cannot issue stock, fundraising is generally done through member contributions or loans. While it’s possible to attract investors, many prefer corporate structures, which offer tradable shares and a clearer framework for profit-sharing.

INC:
Corporations can issue stock to raise capital, making them the ideal choice for businesses looking to attract investors or go public. INCs can issue different types of shares, offering more flexibility in structuring ownership and investment opportunities.

• Access to Investors: An INC can more easily attract institutional and private investors, as it can issue common and preferred stock.

5. Formalities and Requirements

LLC:
An LLC is less formal than an INC. Members are not required to hold annual meetings or follow strict decision-making procedures.

• Fewer Formalities: LLCs generally have fewer maintenance obligations, such as filing annual reports (though this depends on the state where the LLC is formed).
• Simplified Management: Flexibility is a major draw of an LLC, allowing it to operate with fewer restrictions than an INC.

INC:
Corporations are subject to stricter rules and regulations. They must follow formal requirements, such as holding annual shareholder meetings and keeping detailed financial records.

• Mandatory Requirements: INCs must follow a more formal structure, maintain detailed records, and hold annual board meetings.

6. Growth and Expansion Options

LLC:
LLCs are generally more suitable for businesses or family-owned companies. However, due to their limitations in fundraising and formal structure, they may not be the best option for companies looking for rapid expansion or large-scale capitalization.

INC:
A Corporation (INC) is ideal for companies seeking to grow quickly and raise capital. It is the preferred choice for startups planning to attract investors and eventually go public.

Conclusion:

Choosing between an LLC and an INC depends on the specific needs and goals of your business. If you’re looking for flexible management, a simpler structure, and a way to avoid double taxation, an LLC may be the best option for you. However, if your goal is to raise capital, attract investors, and scale your business, an INC can offer the tools and legal framework necessary to do so.

If you need help deciding or forming your LLC or INC in the U.S., contact us for a free consultation with our experts.