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What is the Status of an LLC: Incorporated or Unincorporated?

By Marc Guberti

Published on 10 Oct 2023 4 min read

A Limited Liability Company (LLC) is a popular business structure for small businesses, but what exactly is the status of an LLC? The status of any corporation impacts your taxes, liability protection, and other essentials, so it is a good thing to know. Business entities can be incorporated or unincorporated, and it turns out that LLCs are unincorporated organizations. 

This article will explore the differences between unincorporated and incorporated businesses and what it means for your business.

Understanding How LLCs Work

An LLC, or limited liability company, is an unincorporated business, which means it doesn’t have a separate tax structure. That means taxes from your business will show up on your personal income tax returns. The IRS does not treat LLCs as separate entities for tax purposes. It’s a different approach from how the IRS treats C-Corps that allows you to avoid double taxation.

Even though LLCs are unincorporated, they offer limited liability protection. Under this safeguard, the business owner’s personal assets are protected in case of any legal action or financial issue arising from the business. Not all business structures offer this protection, and owners can be held personally liable for any debts, lawsuits, or losses suffered by the business.

In terms of taxes, LLCs can be treated as pass-through entities. This means that the business’s profits and losses are reported on the owner’s personal tax return. LLCs also have inherent flexibility in terms of tax treatment, including the ability to choose to be taxed as a corporation.

Understanding LLCs and Corporations

While all LLCs are unincorporated, both LLCs and corporations provide their owners, who are often referred to as members or shareholders, with limited liability protection, which means they are not personally liable for the company’s debts and legal issues. However, there are important differences between the two business structures that should be considered.

An LLC is a flexible business structure that is designed to blend the features of a sole proprietorship, partnership, and corporation. LLCs offer their owners the benefits of pass-through taxation, which allows the profits and losses of the business to be reported on the owner’s personal tax return. LLCs also have fewer formalities than corporations, such as no requirement for holding annual meetings or appointing a board of directors.

On the other hand, a corporation is a more complex business structure that is owned by shareholders and managed by a board of directors. A corporation is a separate legal entity from its owners, which means it is responsible for its own taxes and liabilities. The main benefit of a corporation is that it can issue stock to raise capital and grow the business. However, corporations also have additional formalities, such as holding annual meetings and recording minutes.

Choosing between an LLC and a corporation requires careful consideration of the business goals, structure, and legal liability. Factors such as taxation, ownership, management, and funding should all be taken into account when making this important decision.

LLC Incorporated vs. Unincorporated: Which is Better?

When it comes to starting a business, many entrepreneurs choose to form a limited liability company due to its flexibility and simplicity. However, as the business grows and becomes complex, some business owners may find that converting their LLC to a corporation is a more suitable option. An LLC may only be incorporated by switching the structure over from an LLC to a corporation.

Discussed below are some of the benefits of incorporating your business:

Added Liability Protection

One of the main benefits of converting an LLC into a corporation is the added liability protection it provides to business owners. While an LLC offers some protection, it is not absolute. By incorporating, the business becomes its own legal entity, and thus, the owners are not personally liable for the company’s debts and obligations. This means that if the business faces financial issues or is sued, the personal assets of the owners are protected. 

Some lenders get around this protection by requesting a personal guarantee for business loans. However, this protection can save your personal finances during a legal dispute.

Raise Capital Through Stock Sale

Another benefit of incorporating is the ability to raise capital through the sale of stock. Corporations have the potential to attract more investors and raise more capital than LLCs due to the ease of buying and selling stocks. This can provide the necessary funds for business expansion, research and development, and other initiatives that can help the company grow.

Tax Advantage

Incorporating can also provide tax advantages for the business. C corporations, which are the most common type of corporation, are taxed at a lower rate than most LLCs. Furthermore, corporations can deduct employee benefits, such as health insurance, which can reduce the taxable income of the business.

Converting an LLC into a corporation can offer many benefits that can improve the success and growth of a business. It is important for business owners to carefully consider their options and consult with legal and financial professionals before making any major decisions.

Let doola Help With Your Unincorporated & Incorporated Decisions

The process of incorporating an LLC involves several steps. Business owners have several tasks in front of them, such as drafting and filing articles of organization with the state’s business registrar to obtaining certain licenses and permits and creating an operating agreement. All these steps can leave any business owner overwhelmed.

Whether you’re looking to create a corporation or an LLC, let doola help. Our one-stop shop for simplified business formation will give you access to business resources for bookkeeping, business banking, entity formation, and much more!

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