Limited Liability Company LLC
Stands for: Limited Liability Company
A US business structure that combines the liability protection of a corporation with the tax flexibility and informality of a partnership.
Definition
A **Limited Liability Company (LLC)** is a hybrid US legal entity formed at the state level under each state's LLC act. Members enjoy limited personal liability for company debts while retaining substantial freedom over governance and profit allocation. By default the IRS treats a single-member LLC as a disregarded entity and a multi-member LLC as a partnership, but members can elect S-corp or C-corp tax treatment by filing Form 8832 or 2553.\n\nThere is no statutory minimum capital, no requirement for a board of directors, and no formal share structure. Internal rules live in an operating agreement, which can allocate profits, losses, voting power, and management rights flexibly. Most states allow either member-managed or manager-managed structures. Annual obligations are usually light, often just a state report and a franchise or annual fee.\n\nLLCs are popular with freelancers, real estate investors, small operating businesses, and holding vehicles. They are not generally suitable for venture capital fundraising because investors prefer C-corporation stock, and pass-through K-1s complicate institutional fund tax positions.
When you'll encounter it
You will encounter the LLC when forming a US small business, holding rental properties, or structuring a single-owner consulting practice. It is also the default vehicle for non-US residents looking for a simple US presence with bank account and Stripe access. If you plan to raise venture capital or issue stock options, founders typically convert the LLC into a Delaware C-corporation before the priced round, since most VCs cannot invest in pass-through entities.
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FAQ
Is an LLC taxed as a corporation?
By default no. A single-member LLC is taxed as a disregarded entity and a multi-member LLC as a partnership, with profits flowing through to members' personal returns. The LLC can elect to be taxed as an S-corporation or C-corporation by filing IRS Form 2553 or 8832, which changes federal treatment but not state law status.
Can a non-US resident own a US LLC?
Yes. There is no citizenship or residency requirement to own or manage a US LLC. Non-residents commonly form LLCs in Delaware, Wyoming, or New Mexico for online businesses, but must obtain an EIN, file Form 5472 if the LLC is foreign-owned and a disregarded entity, and watch for state nexus and effectively connected income rules.
How is an LLC different from a corporation?
An LLC has members and an operating agreement; a corporation has shareholders, directors, and bylaws. LLCs offer tax flexibility and minimal formalities, while corporations have rigid governance but easier equity issuance. For venture-backed startups, the C-corporation is preferred because it supports preferred stock, ISOs, and QSBS treatment under IRC 1202.
References
- IRS - Limited Liability Company (LLC) https://www.irs.gov/businesses/small-businesses-self-employed/limited-liability-company-llc
- Wikipedia - Limited liability company https://en.wikipedia.org/wiki/Limited_liability_company