LLC vs S-Corp vs C-Corp — which should I pick?
Most small businesses should start as an LLC. S-Corp election is a tax move you make later. C-Corp is for VC-funded startups. Plain-English breakdown below.
These are three different things often confused: LLC and Corporation are state-level entity types, while S-Corp and C-Corp are IRS tax classifications. An LLC can elect S-Corp or C-Corp tax treatment without changing its state status.
LLC (default)
The default for most small businesses. State-level liability protection. Single-member is taxed as sole prop, multi-member as partnership. Easy to form, cheap to maintain. Pick this unless you have a reason not to.
LLC with S-Corp tax election
Same LLC entity at the state level, but you file Form 2553 with the IRS to be taxed as an S-Corp. Why: above ~$60k net annual profit, S-Corp lets you split income between salary (subject to FICA/Medicare) and distributions (not subject to those taxes). Saves real money — but adds payroll complexity.
Corporation (C-Corp)
A separate state-level entity, taxed independently. Faces double taxation: corporate tax on profits, then dividend tax when distributed to owners. The reason to pick this: VC investors require C-Corps (specifically Delaware C-Corps) because the share structure cleanly handles preferred shares, vesting, options, etc.
Corporation (S-Corp)
A C-Corp that elected S-Corp taxation. Same restrictions as LLC-with-S-Corp election (≤100 shareholders, all US citizens/residents, one class of stock). Less flexible than an LLC but provides W-2 wages directly. Rarely the right starting point for small businesses.
TL;DR: form an LLC. If profits exceed ~$60k/year, talk to a CPA about electing S-Corp tax treatment. Only choose a C-Corp if you're raising VC money or planning to.
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