LLC or corporation, state by state.
Both give you a registered entity and a liability line between the business and the people who own it. After that they diverge: how profit is taxed, what gets filed every year, who is allowed to own a piece, and what an investor will expect to see before writing a term sheet. The state you file in changes the annual obligations on both sides. Pick your state for the comparison as it stands there.
Four things that decide the answer.
The entity comparison is not a philosophical one. It comes down to four practical questions, and two of them are answered differently in every state you might file in.
Two different formation documents
An LLC is created by filing articles of organization. A corporation is created by filing articles of incorporation, and it arrives with shares, directors and officers built into it. Same registry, same office, different machinery from the moment the entity exists.
Default treatment, then elections
An LLC is a pass-through by default, with profit landing on the owners' personal returns. A corporation is taxed on its own account unless an S election is made. An LLC can elect corporate or S treatment too, which is why tax alone rarely settles the question on its own.
What each owes every year
Both file with the state to stay in good standing, on a cadence the state sets: yearly in most places, every other year in some, with a few states replacing the report with a tax. The corporation adds a governance layer of its own, with bylaws, a board, resolutions and minutes to keep.
What investors expect
Venture rounds, option pools and acquisitions are built around shares, and investors tend to arrive with firm views about both the entity type and where it was formed. Founders who plan to raise usually end up on the corporate side, either at the start or by converting later.
There is no national answer to this. There is a state answer.
Pick your state.
Each state page runs the same comparison on local ground: how each entity is formed there, what the state taxes, what it wants filed each year, and where the two paths separate once the business grows or takes on outside money.
A clean handoff, in four steps.
Choosing is one decision made of four smaller ones. Work them in this order and the answer usually declares itself before you reach the filing.
Weigh the two
Start with what the business is for. Outside investment, employee equity and a future sale pull one way. Simple ownership, pass-through profit and light governance pull the other.
Check your state
Both entities sit on a filing calendar the state sets, and both carry state-level obligations that differ by entity type. Read those two lines for your state before deciding, not after.
File the formation
Articles of organization or articles of incorporation, filed with the Secretary of State, with a registered agent named and the ownership set out the way you actually intend to run it.
Set the entity up
An EIN, a bank account in the entity's name, and the internal documents that match the form you chose: an operating agreement for the LLC, bylaws and board resolutions for the corporation.
Pick the entity that fits the next three years. Changing later is possible, and it is a project.
The rest of Secretary of State directory.
Every one of these is built the same way: a national explainer above its state pages. They are the filings that sit closest to this one.
Secretary of State
The Secretary of State, state by state
All 51 states → HubSecretary of State annual report
The annual report, state by state
All 51 states → HubArticles of Amendment
Articles of amendment, state by state
All 51 states → HubBusiness license
Business license requirements, state by state
All 51 states → HubSecretary of State business search
Secretary of State business search, state by state
All 51 states → HubSecretary of State Certificate of Good Standing
Certificate of Good Standing, state by state
All 51 states → HubEntity conversion
Entity conversion, state by state
All 51 states → HubSecretary of State DBA
Secretary of State DBA, state by state
All 51 states →The full index lives on Secretary of State directory.
The questions founders ask before they choose.
Which is better for a small business?
Neither is better in the abstract, which is why these pages compare rather than recommend. The LLC is the lighter structure: pass-through profit, few internal formalities, ownership recorded in an operating agreement. The corporation is the heavier one, and the weight is the point when there are investors, employee equity or a board involved. Most small operating businesses start with the LLC and revisit the question when the money changes.
Can an LLC be taxed like a corporation?
Yes. Tax treatment and legal form are separate choices. An LLC keeps its legal structure while electing to be taxed as an S corporation or a C corporation, and the S election in particular is a common step once profit grows. The election carries timing rules of its own, so in practice it is a year-end conversation rather than something settled on the day you form.
Do I have to be a corporation to raise money?
Not to take a loan or a customer prepayment. For outside equity rounds and employee option pools, the corporation is the structure the market is built around, and investors usually expect it. Founders who start as an LLC and raise later typically convert, which is a real project: a state filing, an approval step, membership interests exchanged for shares, and a new set of corporate documents to adopt.
Does the state I file in change the comparison?
It changes the parts you feel every year. What each entity type owes the state, what has to be filed and on what cadence, and how the state taxes the entity are all state decisions. The federal tax picture is national. So the shape of the comparison is the same wherever you are, and the lines underneath it are not, which is what the state pages set out.
What does a corporation do that an LLC does not?
Corporate housekeeping. Bylaws to follow, a board, resolutions for decisions that matter, minutes, a stock ledger and share issuances that track who owns what. An LLC can run on an operating agreement and a bank account. None of the corporate work is difficult in isolation, and all of it is the sort of thing that gets skipped early and then has to be reconstructed during diligence.
Can I switch later?
Yes, and the route depends on your state. Some states authorize a single-filing statutory conversion from one form to the other. Others have no conversion statute and reach the same result through a merger into a new entity. Either way there is downstream work: ownership converted, new governing documents adopted, and tax filings, banking and contracts updated to point at the entity that now exists.
Keep going, in order.
Secretary of State directory
Every hub in secretary of state directory, in one place.
Open the index → IndexAll 51 state guides
Every filing a business does, organised by jurisdiction.
Open the index → ServiceCompliance calendar
Every deadline that touches your entity, watched.
Track deadlines → ServiceTalk to a specialist
A person who files these every day, not a call centre.
Get in touch →