LLC vs S-Corp | What Entrepreneurs Need to Know in DC

by
LLC vs S-Corp in DC

When starting a small business in the District of Columbia, one of the most important decisions you’ll make is choosing the right legal structure. Two popular options for small businesses are electing for S Corporation (S-Corp) or forming an LLC in DC. Both offer certain advantages and drawbacks, making it crucial to understand their differences and determine the best fit for your business. 

If you want to know more about LLC vs. S-Corporation, which is better and suitable for the business you will form, you should consider a few things. Before we get through this article, you should understand LLC vs. S-Corporation in DC. 

Webinarcare Editorial Team will help you define and understand the difference, and you must be guided by all the factors gathered in this article.

LLC Vs. S-Corporation in DC

LLC vs. S-Corporation: Definition

A limited liability company is a type of business structure that guards against the impact of business liabilities on your personal assets. However, while not a typical business structure, the S Corp is a tax status you can register with the IRS. Unlike an LLC, an S-Corp does not offer personal asset protection. The two are explained in detail here:

What is an LLC in DC?

A legal corporate organization that protects personal assets is a limited liability company (LLC). With this setup, the LLC member or owner can protect their personal assets if their company faces financial difficulties or becomes the subject of legal action. In some unique circumstances, the opposing party may pursue your personal assets if your firm is sued in court. When you are held personally accountable for the company’s debt, this is called “piercing the corporate veil.”

By creating an LLC in your state, you can take advantage of the pass-through tax benefit, which means that your personal income will be used to determine your income tax obligations rather than the revenue generated by your firm. 

We reviewed some of the Best LLC Services and provided features as an add-on with their packages for you to check out.

LLC Service

Rating & Pricing

Top Features

Learn More

#1 Recommendation

$0 + State fee

  • Free LLC Formation

  • Legal Support

  • Highly Reputed Company

Learn More

$299 + State fee

  • Single LLC formation package

  • Flat price for all services

  • Legal consultation

Learn More

What is an S-Corp in DC?

Unlike a limited liability company (LLC) or other business structures, DC S-Corporation is not a type of corporate entity. It’s a tax classification that, though in various ways for corporations and LLCs, might lead to considerable financial savings. S-Corporations are similar to LLCs, except that the Internal Revenue Service recognizes them as corporations for taxation purposes. 

A well-known alternative to the LLC is the S-corp. In contrast to a traditional C-corp, an S-corp is better suited for small and medium-sized firms, such as those with 100 total stockholders. 

LLC Vs. S-Corporation in DC

Creating a business in DC requires careful consideration, especially when deciding whether a state LLC or an S-Corporation is more advantageous. An LLC is a legal corporate structure, but an S-Corporation is a tax categorization which some small firms are eligible for. Forming DC Corporations and LLCs can elect S-Corporation taxation by filing paperwork with the Internal Revenue Service (IRS). Making an S-Corporation may be less formal than establishing an LLC, and it typically offers less security. Additionally, S-Corporation in DC does not offer the same safeguards that business owners seek in an LLC. When starting a business, thinking about your alternatives from a legal and tax perspective is important.

It is suggested that you speak with a legal professional before you begin setting up an LLC. They’ll understand what’s best for you and your company. To safeguard your personal assets from business debts, you can always start an LLC in DC.

– WEBINARCARE EDITORIAL TEAM

Tax Difference Between LLC and S-Corp in DC

There is a distinction between an LLC and an S-Corporation regarding taxation. Based on the differences in Federal and State taxes, you can determine whether S-Corporation or LLC in DC is best for your business.

Federal Taxes 

There are a few federal tax factors to consider when selecting whether to operate an LLC or S-Corporation in DC. Tax differs in terms of Pass-Through Taxes and Self-Employment Taxes.

  • Pass-Through Taxes: LLC and S-Corporation in DC are the same regarding pass-through taxation at the federal level. LLCs and S-Corporations do not pay federal income taxes as separate legal entities because of pass-through taxation. Only their owners must pay federal income taxes on their portions of the business income. The company does not pay twice the tax in this kind of taxation. Unlike LLCs and S-Corporations, C-Corporations in DC are mandated to have double taxation. It means that they must pay federal taxes at the entity level.
  • Self-Employment Taxes: Most LLC owners choose S-corporation taxation in DC to reduce their self-employment taxes. This is because if you own an S-corporation, you are not required to be self-employed. Instead, you can join the company as an employee and receive regular salary benefits. On the other hand, an LLC member must include their guaranteed payments and a portion of the LLC’s earnings in calculating their self-employment tax. Distribution of shares defines S-Corporation shareholders in terms of their corporate incomes. 

Consider the following scenario: you are the sole owner of an LLC in DC with a $200,000 annual profit. And $150,000 is a fair wage in your area for someone doing the same job as you. Under the default LLC taxation, you must pay self-employment taxes on the entire $200,000 profit. However, if your business is taxed as a state S-corp, you must only pay payroll taxes on the standard wage of $150,000. The remaining $50,000 will still be subject to income tax.

DC State Taxes

At the state level, there aren’t any significant tax differences between regular LLCs and S Corporation LLCs. In terms of the annual LLC fee in DC, it costs $150, which can be paid to the DE Dept. of State. Of course, before forming the whole LLC, you must pay the initial fee of $220 to the DC Secretary of State.

LLC Vs. S-Corp Ownership Comparison

LLCs and S-Corporations in DC have different ownership requirements that can impact your choice of business structure. Here’s a comparison of the key ownership requirements for each structure:

1. Number of Owners

DC LLC: An LLC can have any number of owners, called members, from starting DC Single Member LLC to multiple members LLC. There is no upper limit on the number of members an LLC can have.

DC S-Corporation: An S-Corporation is limited to a maximum of 100 shareholders (owners). This restriction can be a limiting factor for businesses that plan to have many owners or seek outside investment.

2. Type of Owners

DC LLC: An LLC can have various owner types, including individuals, corporations, other LLCs, trusts, and estates. Non-resident aliens can also be members of an LLC, like forming a Foreign LLC in DC.

DC S-Corporation: S-Corporations have more restrictive ownership requirements. Only U.S. citizens and resident aliens can be shareholders of an S-Corporation. Additionally, other corporations, LLCs, and certain types of trusts and estates are not eligible to be S-Corporation shareholders.

3. Classes of Ownership

DC LLC: An LLC offers flexibility regarding ownership classes. Members can have varying levels of management rights, profit distribution rights, and voting rights, creating different classes of membership interests.

DC S-Corporation: S-Corporations are limited to only one class of stock. While shareholders’ voting rights may differ, all shareholders must have equal rights to profit distribution and liquidation proceeds.

4. Profit Distribution

DC LLC: Profit distribution in an LLC is flexible, allowing members to allocate profits and losses in any proportion they choose. This can be outlined in the DC Operating Agreement.

DC S-Corporation: Profits and losses in an S-Corporation must be distributed to shareholders based on the percentage of shares each owns. This can be less flexible than the profit distribution options available to an LLC.

DC LLC offers more flexibility in ownership requirements, allowing for a greater variety of owner types, multiple classes of membership interests, and flexible profit distribution. In contrast, an S-Corporation has more restrictive ownership requirements, limiting the number and type of shareholders, allowing only one class of stock, and requiring proportional profit distribution based on share ownership. Consider these differences when deciding which business structure best fits your needs and goals.

Which is easier to incorporate in DC: LLC or S-Corp?

Filing an LLC or S-Corporation in DC requires planning and time. Even though it is not as simple as it appears, something manageable keeps it from being too difficult. LLC and S-Corporations can be formed using Registered Agent. To establish an LLC in DC, you must submit the Articles of Organization to the Department of Consumer and Regulatory Affairs (DCRA). Your Articles of Organization must include information about your DC LLC, as well as payment of the associated filing fee.

Furthermore, you must submit additional papers to make the DC S-Corporation election. Fill out Form 8832 to notify the Internal Revenue Service that you prefer to tax your LLC as a corporation rather than a partnership. Then you’ll submit Form 2553 to select S-Corporation status.

Remember that you must file annual tax returns and reports after forming your LLC to remain legally compliant.

Who Pays More Taxes in DC: LLC or S-Corp?

Taxes for LLCs and S-Corporations in DC depend on the tax purposes and the profit generated. LLCs are typically taxed at personal rates, and LLC owners can be treated as separate companies with their own federal tax identification numbers. You can check the DC LLC Cost for detailed information.

DC S-Corporation owners, on the other hand, must be paid a salary that includes Social Security and Medicare taxes. On the other hand, the owner can receive dividend income or some of the leftover profits without being classified as an employee and thus will not be subject to Social Security and Medicare taxes on that money.

Should I Incorporate DC LLC as an S-Corporation?

Forming an LLC may be advantageous because your business assets are separate from your personal assets if you are a sole proprietor. You are not restricted from converting your LLC to an S-Corporation. Although an S-corporation must have a board of directors, a maximum of 100 shareholders, and follow more regulations, it is ideal for larger companies with more shareholders.

How do you convert LLC to S-Corporation in DC?

You must submit Form 2553, Election by a Small Business Corporation, to the IRS to elect S-corp taxes if you want to form an LLC as an S-Corporation in DC. A Form 2553 must be submitted by 75 days following the creation of your S-Corp or by 75 days following the start of the tax year in which the election is to be effective. 

You must also submit Form 8832, Entity Classification Election if your LLS-Corp has passed the deadline of 75 days and you wish to elect to be taxed as a corporation. You would collectively transmit Forms 2553 and 8832 via certified mail from the USPS. You can send your Form 2553 to the Department of the Treasury Internal Revenue Service Center – Kansas City, MO 64999 Fax: 855-887-7734​ in DC.

FAQs

What is the difference between an LLC and an S-Corp in DC?
LLCs offer management flexibility and single-level taxes, while S-Corps have double taxation and ownership restrictions.
Which is better for small businesses in DC, LLC or S-Corp?
It depends on the specific needs and goals of your business.
Can an LLC elect to be treated as an S-Corporation for tax purposes in DC?
Yes, but certain qualifications must be met.
Are there any specific tax benefits for choosing an S-Corp over an LLC in DC?
S-Corps can potentially save money on employment taxes.
Can out-of-state residents form an LLC in DC?
Yes, as long as a registered agent is hired in DC.
What is the filing fee for registering an LLC in DC?
The fee is $220 for online filings and $250 for paper filings.
What is the filing fee for registering an S-Corp in DC?
The fee is $220 for online filings and $100 for paper filings.
Can LLCs have multiple members in DC?
Yes, LLCs can have an unlimited number of members.
What is the process for converting an LLC to an S-Corp in DC?
The LLC must first apply for and receive S-Corp status from the IRS.
Can S-Corps donate to political campaigns in DC?
S-Corps are treated as a pass-through entity, so political donations would be attributed to individual shareholders.
Can LLCs donate to political campaigns in DC?
Donations are not tax-deductible, but LLCs can legally make contributions to political campaigns in DC.
Are LLCs and S-Corps required to have bylaws in DC?
Bylaws are not required for either LLCs or S-Corps in DC.
Are DC LLCs required to have operating agreements?
While not legally required, having an operating agreement is highly recommended for LLCs in DC.
Can S-Corps issue preferred stock in DC?
No, S-Corps may only issue common stock.
Can LLCs issue preferred stock in DC?
Yes, LLCs have more flexibility in issuing preferred equity.
Are there any limitations on foreign ownership of S-Corps in DC?
Foreign citizens or non-U.S. residents are not permitted to be S-Corp shareholders.
Are there any limitations on foreign ownership of LLCs in DC?
There are no specific limitations for foreign ownership in LLCs in DC.
Can S-Corps have more than 100 shareholders in DC?
No, S-Corps are limited to 100 shareholders.
Can LLCs have multiple businesses under the same LLC name in DC?
Yes, LLCs can have separate divisions operating under the same name.
Do LLCs and S-Corps need an EIN in DC?
Yes, both are required to obtain an EIN from the IRS.
Can S-Corps own other entities in DC?
Yes, S-Corps can own other businesses as long as all ownership requirements are met.
How do LLCs and S-Corps pay taxes in DC?
Both entities are subject to DC’s business franchise tax.
Are there any age restrictions for forming an LLC or S-Corp in DC?
No, there are no age restrictions for forming LLCs or S-Corps in DC.
Can S-Corps be taxed as partnerships in DC?
No, S-Corps can only be taxed as an S-Corp.
Can LLCs be taxed as partnerships in DC?
Yes, LLCs can elect to be taxed as partnerships.
Can S-Corps buy and hold real estate in DC?
Yes, S-Corps can own real estate as an investment.
Can LLCs buy and hold real estate in DC?
Yes, LLCs can own and manage real estate properties.
How are S-Corp profits and losses allocated to shareholders in DC?
S-Corps distribute profits and losses proportionally according to each shareholder’s percentage of ownership.
How are LLC profits and losses allocated to members in DC?
Profits and losses are allocated based on the percentage of ownership stated in the LLC operating agreement.

Also Read

Conclusion

Ultimately, choosing an LLC and an S-Corp in DC will depend on your business goals, management preferences, and tax considerations. It’s essential to consult with a legal or financial advisor to determine which structure is best for your business in DC and help you navigate the formation process. Making an informed decision will set your business up for success and ensure you’re well-positioned for growth and profitability.

Leave a Comment