Choosing between an LLC or a C Corporation in the US is one of the most important decisions that every founder must consider. This is usually the first legal decision that you’re handling by yourself and it’s important to choose the right structure to support your vision and goals.
In this article we’ll explore if an LLC is for you.
What is an LLC?
A limited liability company is an organizational business structures in the United States that helps business owners separate their personal liabilities from the business liabilities.
LLCs tend to work well for “startups of 1” or medium to small businesses. In many cases one person may be the sole owner of an LLC, making this form of entity very attractive to foreign business owners and US-based entrepreneurs alike.
Entrepreneurs often choose this structure because they are cheaper to maintain (compared to corporations), they offer the flexibility for who can be a member (owners can be made up of individuals, foreign entities, companies, or other LLCs), and because they can be converted to a C Corporation when the needs of the company change (like needing to raise venture capital).
For many solo founders, bootstrappers, or small business owners an LLC is the best way to start operations while simplifying the legal side of things.
Many entrepreneurs find the management flexibility with LLCs so attractive that they don’t even consider other structures.
LLCs can be managed as a partnership, where its members run the business as a corporation but without the formalities that are required by regular corporations (like assigning corporate roles, running board of directors meetings, or updating bylaws that affect your company governance periodically).
Maintaining a lean structure and low costs as well as optimizing for the most common legal scenarios are some of the reasons why LLCs are widely chosen.
Why create an LLC?
Some other advantages of LLCs for entrepreneurs include:
- LLCs do not require annual meetings and require few ongoing formalities.
- LLCs enjoy partnership-style, pass-through taxation, which is favorable to many startups and small businesses.
- Generally, if the members of an LLC are foreigners who don’t meet the “substantial presence test," and the company doesn’t have any “US-connected income,” it has no tax liabilities in the US
- Owners are protected from personal liability for company debts and obligations.
Can non-US founders create an LLC?
What are the advantages of a Wyoming LLCs?
An LLC in Wyoming is just as effective as other legal entities, from a legal perspective.
Many entrepreneurs choose to open them in Wyoming for two main reasons:
- Wyoming charges very low formation and maintenance fees compared to other states ($50/year state filing fee is usually the only fee that you need to pay, and you can pay it with a credit card online.)
- Wyoming offers strong limited fiduciary duties and anonymity.
Since separating personal liability from business liability is important for many entrepreneurs, having that “extra” anonymity and fiduciary responsibility, along with lower fees, often makes Wyoming LLCs the best option for many entrepreneurs when incorporating.
What are the advantages of a Delaware LLC?
For some entrepreneurs having a strong body of law from Delaware makes a difference.
One of the most common reasons why people choose to form an LLC in Delaware is because converting a Delaware LLC to a Delaware corporation is easier, compared to converting an entity located in another state. If raising external money is part of your roadmap, then a Delaware entity may be a good investment early on.
The most important feature of an LLC is that they are “pass-through entities” meaning the profits and losses transfer to the owners like a partnership. LLC members do not need to file a corporate tax return because they pay taxes on earnings as if they are personal taxes — unless they chose proactively to follow a different approach because the IRS also allows for your LLC to be taxed as a Corporation.
You should also keep in mind that If you don’t have any US-connected income your company likely won’t have any tax liability in the US. Just selling products or services through your US company doesn’t make you subject to US taxes.
Examples: If you are a B2B software company based in India selling a software subscription online with no full-time employees in the US, you may qualify as NOT having US-connected income
Since we are not an accredited legal company and since the body of law is rich enough to have different cases and opportunities we always recommend that you consult with an attorney to determine the best structure for your business.
Remember that Firstbase.io services include free tax and legal consultations. Our legal partners will be able to evaluate your needs and provide specific advice based on the unique structure of your business.
There are a few more costs to be aware of before forming an LLC. A Wyoming LLC owner will need to pay an annual report fee (usually, $50/year), and the registered agent fee ($50/year after your free first year with Firstbase.io, if you want to keep using the services provided by the registered agent appointed by Firstbase.io).
Delaware LLC owners will have to pay a registered agent fee ($50/year after your free first year with Firstbase.io, if you want to keep using the services provided by the registered agent appointed by Firstbase.io), and a franchise fee (usually, $300/year for all LLCs).
Generally speaking, LLCs tend to be cheaper to run for many businesses so this is definitely one of the main advantages of choosing LLCs.
For more specific details about costs, franchise fees, and other benefits for startups, check out Firstbase.io’s "Founders Guide to Incorporating a US Startup."
LLCs are generally a great option for startups or small businesses because they are adaptable and quite flexible, meaning that you can make your own rules and tailor your entity to suit the intricacies of your business.
LLCs don’t have shares, so you won’t be able to issue stock or go public, but many well-known companies are LLCs (such as Basecamp or Mailchimp), so you can still achieve a lot with this structure.
Firstbase.io will handle all the necessary steps and our one-time fee includes the state filing fee, EIN obtainment, business bank account opening, post-incorporation documents, tax and legal consultations, and over $20,000 in rewards and incentives for additional services for your business. You can easily launch your corporation by visiting Firstbase.io and clicking “Get Started."
P.S. This is not legal advice. Please seek your own legal advice based on your own personal situation. If you don’t have your own attorney, Firstbase.io offers free tax and legal consultations as part of our all-in-one service.