Taxes & Limited Liability Companies

A Limited Liability Company (“LLC”) is a popular business entity choice for entrepreneurs and small business owners. It offers the flexibility of a partnership or sole proprietorship, while also providing limited liability protection for its owners.

Once formed, LLC owners have the ability to determine how the entity is taxed for Federal income tax purposes, making it an attractive option for tax planning. This also presents a number of issues that must be considered for LLC owners.

It is crucial to understand these issues to ensure that you are meeting all legal requirements while minimizing tax liabilities. Failure to do so can result in penalties, legal problems, and increased tax liabilities.

About the LLC

An LLC is a type of legal entity that offers the owners limited liability protection while allowing them to maintain flexibility in how the business is managed and operated. It is formed by filing articles of organization with the state in which the business operates.

An LLC can be owned by one or more individuals, corporations, or other entities. The owners of the LLC are called members, and their ownership interests are represented by membership interests. Unlike a corporation, an LLC is not required to have a board of directors or officers, and the members can manage the business themselves. Alternatively, they can choose to appoint managers to handle the day-to-day operations of the LLC.

One of the key benefits of an LLC is that it provides limited liability protection to its members. This means that the personal assets of the members are protected from the business’s liabilities, such as lawsuits or debts. In other words, if the LLC faces a legal claim or goes bankrupt, the members’ personal assets are generally not at risk. However, this protection is not absolute, and there are some circumstances where a member’s personal assets can be at risk, such as if the member personally guarantees a loan or engages in fraudulent activities.

Another advantage of an LLC is its tax flexibility. LLCs can be taxed as a sole proprietorship, partnership, S corporation, or C corporation, depending on the needs of the business and the preferences of the owners. This flexibility allows LLC owners to choose the most advantageous tax classification for their business, taking into account factors such as income level, tax rates, and deductions.

Income Taxes and LLCs

When it comes to income taxes, single-member LLCs are considered disregarded entities. This means that the profits and losses of the LLC are reported on the owner’s personal tax returns.

For multi-member LLCs, the default classification is a partnership. The partnership files its own tax return, but the return merely computes the income and expense and divides those among the partners, who then report the net items on their personal income tax returns.

LLC owners can also opt to have the LLC taxed as a C corporation or an S corporation. Both of these elections require the LLC to file a separate tax return each year. The C corporation pays its own income tax. The S corporation flows the income through to the owner and the owner pays the tax, similar to the partnership option.

Employment Taxes and LLCs

Sole proprietorships, such as single-member LLCs, and multi-member LLCs taxed as partnerships do not pay employment taxes on the earnings of the business. Instead, the business owner pays self-employment taxes on the earnings. This is reported on the owner’s individual’s income tax returns. For wages paid to those who do not own the LLC, the entity pays employment taxes on wages paid to non-owner employees.

With LLCs, the rules recently changed regarding who is liable for employment taxes. Although a single-member LLC is classified as a disregarded entity for income tax purposes and reports income taxes on the owners individual income tax returns, it is treated as a separate entity for employment tax and certain excise tax purposes. For wages paid after January 1, 2009, a single-member LLC is required to use its name and employer identification number (“EIN”) when reporting and paying employment taxes. Additionally, a single-member LLC must use its name and EIN to register for excise tax activities using Form 637, pay and report excise taxes on Forms 720, 730, 2290, and 11-C, and claim any refunds, credits, and payments on Form 8849.

Why does this matter? It comes down to the IRS’s ability to collect the taxes. The IRS cannot impose a lien or levy or seize the sole owner’s personal assets if the LLC’s employment taxes are not paid. The IRS can only levy or seize the LLC’s assets to satisfy this type of liability.

Considering Tax Factors

Given this dichotomy, it may make sense for single-member LLC owners to convert their single-member LLCs into multi-member LLCs or to elect to have the LLC be taxed as a C or S corporation once the LLC has achieved some measure of financial success. It is important to consider other tax factors as well, such as the trust fund recovery penalty and the role of self-employment taxes, and how the IRS handles unpaid payroll taxes.

To ensure that LLC owners are meeting all legal requirements while minimizing tax liabilities, it is essential to consult with a tax professional who is well-versed in LLC taxation. Tax attorneys can assist LLC owners in choosing the right tax classification and ensuring that all tax requirements are met. They can also help to develop a comprehensive tax plan that takes into account all relevant tax issues and factors.

The Takeaway

LLC owners must carefully consider the tax issues that are associated with their businesses. This includes considering the income and employment tax liablities, and how to limit liability and exposure for unpaid taxes. This is one area where a little planning can save signficant sums of money and time and energy.