An LLC, or limited liability company, is a business entity formed under state law that keeps your personal assets separate from the company’s debts and lawsuits while letting the business’s profits flow straight through to your personal tax return. It combines the liability protection of a corporation with the simpler tax treatment of a partnership or sole proprietorship, which is why it has become the default choice for millions of small businesses in the United States. Owners are called “members,” and the same LLC can be taxed four different ways depending on what saves the most money.
How the Liability Shield Works
The core feature of an LLC is right in the name. The company exists as its own legal person, separate from its owners. When the LLC takes on debt, gets sued, or can’t pay a vendor, creditors go after the company’s assets rather than the members’ personal bank accounts, homes, or investments. That separation is the entire point of forming one.
The protection has real limits. Lenders, landlords, and suppliers routinely ask LLC owners to sign personal guarantees before extending credit, and a personal guarantee effectively waives the shield for that specific obligation. This is especially common with new businesses that lack a track record, and it’s the single most frequent way owners unknowingly expose their personal assets.
Piercing the Veil
Courts can also strip away the liability shield through a doctrine called “piercing the veil.” When a court decides that the LLC is really just the owner operating under a different name, it treats the two as one and lets creditors reach personal assets. The factors that weigh most heavily: mixing personal and business funds in the same account, forming the LLC with almost no capital relative to the risks it was taking on, and using company money to pay personal bills. Filing required state reports, keeping basic records, and maintaining a separate bank account all serve as evidence that the LLC is a real, independent entity rather than a shell.
Protection From a Member’s Personal Creditors
LLCs also protect members from the reverse situation. If a creditor wins a judgment against a member personally, say from a car accident, that creditor generally cannot seize LLC assets or force the company to liquidate. In most states the creditor can only obtain a “charging order,” which redirects any distributions the LLC chooses to make to that member. The creditor has no vote, no management authority, and no power to compel a distribution. Protection is weaker for single-member LLCs in some states, where courts have allowed creditors to foreclose on the membership interest entirely.
Who Owns and Runs an LLC
Ownership is measured by membership interests rather than shares of stock. Members can be individuals, other LLCs, corporations, or trusts. A single-member LLC has one owner; a multi-member LLC has two or more. Both form under the same state statutes and receive the same liability shield.
LLCs choose between two management structures when they form. In a member-managed LLC, every owner has a hand in daily operations and each one can generally sign contracts that bind the company. This works well when all owners are actively involved. A manager-managed LLC delegates operational authority to one or more designated managers, who may be members or outside professionals. Members who aren’t managers step back from daily decisions, which suits LLCs with passive investors or a large ownership group.
The Operating Agreement
The operating agreement is the internal rulebook that governs how the LLC actually runs. It’s a private contract among the members covering ownership percentages, voting rights, how profits and losses are split, what happens when a member wants to leave, and how disputes get resolved. Profit-sharing doesn’t have to match ownership percentages; members can agree to any allocation that reflects their respective contributions of capital, labor, or expertise.
Most states don’t legally require a written operating agreement, but skipping one is a serious mistake. Without it, the LLC defaults to whatever the state’s generic LLC statute says about profit splits, voting, and dissolution triggers, and those defaults rarely match what the members actually intended. The absence of an operating agreement also makes it easier for a court to conclude that the members aren’t treating the LLC as a separate entity, which circles back to veil-piercing risk.
A good operating agreement includes a buy-sell provision that spells out how a departing member’s interest gets valued and purchased. Death, bankruptcy, divorce, or a simple falling-out can all force the question, and the time to negotiate terms is before any of those events happen.
How LLCs Are Taxed
The IRS doesn’t have a tax classification called “LLC.” It assigns every LLC a default classification based on how many members it has, then lets the members override that default if a different classification saves them money.1eCFR. 26 CFR 301.7701-3 – Classification of Certain Business Entities
Default Pass-Through Taxation
A single-member LLC is treated as a “disregarded entity.” The IRS ignores it entirely for income tax purposes and the owner reports all business income and expenses on Schedule C of their personal return.2Internal Revenue Service. Single Member Limited Liability Companies The business itself pays no federal income tax.
A multi-member LLC defaults to partnership taxation. The LLC files an informational return on Form 1065, but the entity itself doesn’t pay income tax.3Internal Revenue Service. About Form 1065, U.S. Return of Partnership Income Each member receives a Schedule K-1 showing their share of profits and losses, which they report on their individual return. This pass-through structure avoids the double taxation that hits C corporations.
Self-Employment Tax
Pass-through taxation comes with a cost that catches many new LLC owners off guard. Members who actively participate in the business owe a combined 15.3% self-employment tax on their share of net earnings, covering both Social Security (12.4%) and Medicare (2.9%).4Internal Revenue Service. Self-Employment Tax (Social Security and Medicare Taxes) The Social Security portion stops once combined earnings hit $184,500 in 2026; the Medicare portion has no cap.5Social Security Administration. Maximum Taxable Earnings You can deduct the employer-equivalent half of the tax (7.65%) when calculating adjusted gross income, which reduces your income tax but not the self-employment tax itself.6Internal Revenue Service. Schedule 1 (Form 1040)
Members who are truly passive investors and don’t participate in managing the business may be exempt from self-employment tax on their distributive share of profits. The statute excludes a “limited partner’s” distributive share from self-employment income.7Office of the Law Revision Counsel. 26 USC 1402 – Definitions How broadly that exclusion applies to LLC members rather than traditional limited partners remains an area of ongoing IRS and judicial scrutiny, so passive members should get professional tax advice before assuming they qualify.
The Qualified Business Income Deduction
LLC members taxed under the default pass-through rules, or as an S corporation, may also qualify for a deduction of up to 20% of their qualified business income under Section 199A. The deduction was made permanent in 2025 and is available whether you itemize or take the standard deduction. The full benefit phases out at higher income levels, and owners of “specified service” businesses like law, medicine, and consulting face additional limitations once their taxable income exceeds certain thresholds. The deduction does not apply to income taxed at the C corporation level or to wages received from an S corporation.
Electing S Corporation Taxation
When an LLC’s profits are large enough that self-employment tax becomes a significant expense, members often elect to have the LLC taxed as an S corporation by filing Form 2553.8Internal Revenue Service. About Form 2553, Election by a Small Business Corporation Once the election is approved, the LLC must put each active owner on payroll at a reasonable salary subject to normal payroll taxes.9Internal Revenue Service. S Corporation Employees, Shareholders and Corporate Officers Any remaining profit distributed beyond that salary is treated as a distribution not subject to self-employment tax, which is where the savings come from. The IRS watches this closely. If the salary is unreasonably low relative to the work the owner actually does, the agency can reclassify distributions as wages and assess back payroll taxes plus penalties.
Not every LLC can use this election. The business must be domestic, have no more than 100 shareholders, limit ownership to U.S. citizens or residents, and have only one class of ownership interest.10Internal Revenue Service. S Corporations
Electing C Corporation Taxation
Less commonly, an LLC can elect to be taxed as a C corporation by filing Form 8832.11Internal Revenue Service. About Form 8832, Entity Classification Election The LLC then pays a flat 21% federal corporate tax on its profits. This makes sense for businesses that plan to reinvest most earnings rather than distribute them, or for LLCs seeking venture capital from investors who prefer investing in corporations. The trade-off is double taxation: profits are taxed at the corporate level, and again as dividends when they reach the owners.
Once an LLC changes its tax classification, it generally cannot switch again for 60 months.12Internal Revenue Service. Limited Liability Company – Possible Repercussions
How to Form an LLC
Forming an LLC involves a handful of concrete steps, most of which you can complete in a day or two.
Choose a Name
The LLC’s name must be distinguishable from any other business entity already registered in the state. Every state also requires the name to include a designator like “LLC,” “L.L.C.,” or “Limited Liability Company” so the public knows they’re dealing with a limited-liability entity. You can check name availability through your state’s Secretary of State website before filing.
Designate a Registered Agent
Every LLC needs a registered agent: a person or service with a physical address in the formation state who is authorized to receive lawsuits, legal notices, and official government correspondence on the LLC’s behalf. A member can serve as the agent, or you can hire a commercial registered agent service for a modest annual fee.
File Articles of Organization
The LLC officially comes into existence when you file articles of organization, called a certificate of formation in some states, with the state filing office.13Legal Information Institute. Articles of Organization The document is short, typically listing the LLC’s name, principal address, registered agent, and whether the LLC will be member-managed or manager-managed. Filing fees vary by state and generally range from under $100 to several hundred dollars.
Get an EIN
An Employer Identification Number is the LLC’s federal tax ID. Multi-member LLCs always need one, and single-member LLCs need one if they plan to hire employees or elect corporate taxation.2Internal Revenue Service. Single Member Limited Liability Companies Even when not strictly required, getting an EIN is smart because most banks won’t open a business account without one, and using it keeps your Social Security number off business documents. The IRS issues EINs for free through its online application, usually in minutes.14Internal Revenue Service. Get an Employer Identification Number
Open a Business Bank Account
Once you have the EIN and a copy of your approved articles, open a dedicated bank account for the LLC. Running business revenue through a personal checking account is one of the fastest ways to undermine the liability shield, because it gives courts exactly the kind of commingling evidence they look for when deciding whether to pierce the veil.
Keeping Your LLC in Good Standing
Forming the LLC is the easy part. Keeping it alive requires ongoing compliance with state requirements, and the consequences of falling behind are worse than most owners expect.
Annual or Biennial Reports
Nearly every state requires LLCs to file a periodic report confirming the company’s current address, its registered agent, and the names of members or managers. Some states require this annually; others every two years. The report is usually filed online with a state fee that varies widely by jurisdiction. Missing the deadline can lead to the state administratively dissolving the LLC, which strips the entity of its legal standing and can expose members’ personal assets retroactively. Reinstating a dissolved LLC typically costs more and takes longer than just filing on time.
Operating in Other States
An LLC formed in one state that conducts business in another, such as maintaining an office, hiring employees, or signing contracts there regularly, generally needs to register as a “foreign LLC” in that second state. This means filing for a certificate of authority, appointing a registered agent in the new state, and paying an additional filing fee. Operating without registering can result in losing the ability to file lawsuits in that state’s courts, exposure to back taxes and penalties, and in extreme cases, personal liability for the members.
Closing an LLC
When an LLC is done operating, simply stopping business activity isn’t enough. The IRS expects a final tax return for the year the business closes, settlement of any outstanding tax obligations, and cancellation of the EIN.15Internal Revenue Service. Closing a Business At the state level, you’ll need to file articles of dissolution to formally end the entity. Skipping these steps can leave members on the hook for future annual report fees, state taxes, and penalties that accumulate against a business they thought was already closed.
Specialized LLC Types
Two LLC variants are worth knowing about, even if most businesses never need them.
A Professional Limited Liability Company (PLLC) is required in many states for licensed professionals such as doctors, lawyers, and accountants. The PLLC provides the same general liability shield as a standard LLC, with one critical exception: each member remains personally liable for their own professional malpractice. The PLLC protects members from the malpractice of their co-owners, but not from their own errors. Formation typically requires approval from the relevant state licensing board before articles can be filed.
A Series LLC, available in a growing number of states, allows a single LLC to create multiple internal “series,” each with its own assets, liabilities, and members. A liability incurred by one series generally doesn’t reach the assets of another. Real estate investors use this structure frequently, placing each property in its own series so a lawsuit related to one building can’t threaten the others. The trade-off is significantly more complex record-keeping: each series must maintain separate books and accounts, and mixing assets between series can collapse the liability walls entirely.