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LLC VS CORPORATION · ALL 51 JURISDICTIONS

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.

All 51 US jurisdictions · 50 states + District of Columbia
ENTITY CHOICE DESK51 JURISDICTIONS
Coverage51 jurisdictions50 states + DC
FormationTwo different formsorganization or incorporation
TaxDefault, then electionsS and C are choices
UpkeepReports and recordsheavier on the corporate side
Each state page runs the comparison on the same terms, with that state's filings and annual obligations attached.
What the choice actually turns on

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.

The filing

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.

The tax

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.

The upkeep

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.

The money in

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.

How it works

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.

01 · Weigh

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.

02 · Check

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.

03 · File

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.

04 · Set up

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.

Same section

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.

The full index lives on Secretary of State directory.

FAQ

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.

Where to next

Keep going, in order.

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