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What Is a Limited Liability Company (LLC)?

Everything you need to know about limited liability companies (LLCs).

By , J.D.
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An LLC, or Limited Liability Company, combines the best parts of corporations, sole proprietorships, and partnerships into one business entity offering owners liability protection, flexible management structure, and certain tax advantages. In this article, you will learn:

What Is an LLC?

An LLC is a type of business entity that can have one or more owners, referred to as "members." LLC members typically participate equally in the management of the business unless they elect an alternative management structure called "manager management."

An important feature of LLCs is "limited liability," which means that all LLC owners are protected from personal liability for business debts and claims. This means that if the business itself can't pay a creditor—such as a supplier, a lender, or a landlord—the creditor cannot legally come after an LLC member's house, car, or other personal possessions. Because only LLC assets are used to pay off business debts, LLC owners stand to lose only the money that they've invested in the LLC.

In addition, an LLC is not considered separate from its owners for tax purposes. Instead, it is what the IRS calls a "pass-through entity," like a partnership or sole proprietorship. This means that business income passes through the business to the LLC members, who report their share of profits—or losses—on their individual income tax returns.

What Does LLC Stand For?

LLC stands for "limited liability company." Some people mistakenly think LLC stands for "limited liability corporation," but it is not a corporation. Forming and running an LLC is less complex and requires less paperwork than a corporation.

LLC vs. Corporation

Both corporations and LLCs provide their owners with limited liability. But LLCs are ordinarily taxed like sole proprietorships or partnerships. In addition, LLC owners do not work as employees of the LLC—they are self-employed business owners.

Corporate shareholders who work for the corporation must be treated like employees of the corporation. For tax purposes, corporations can be C corporations or S corporations. C corporations are separate taxpaying entities with their own low 21% tax rate. S corporations are pass-through entities—profits pass through the business and are taxed at the shareholders' individual rates.

For more details, see "Corporations and S Corporations vs. LLCs."

Who Should Form an LLC?

Any person starting a business, or currently running a business as a sole proprietor, should consider forming an LLC. This is especially true if you're concerned with limiting your personal legal liability as much as possible.

LLCs can be used to own and run almost any type of business. However, in some states some types of professionals must form special professional LLCs. An LLC can be used for a business of any size—from one-owner operations to businesses with many co-owners. LLCs are also the most common legal entity used to own rental and commercial property.

Before you start, read "Five Questions to Ask Before Forming an LLC."

What Are the Benefits of an LLC?

Personal asset protection. An LLC provides its owner or owners with limited liability. This means that means you—the LLC owner—are generally not personally liable for any debts incurred by your LLC business or most business-related lawsuits. Because you're not personally liable, creditors or people who file lawsuits against your LLC can't collect against your personal assets like your personal bank accounts, personal car, or home. They are limited to collecting from your LLC's assets, like your LLC's bank account. For more details, see "LLCs and Limited Liability Protection."

Pass-Through Taxation. LLCs ordinarily provide their owners with pass-through taxation. The profits (or losses) the business incurs pass through the business to the owner's personal tax return. Such profits are taxed at the owner's personal tax rates.

Because LLCs are usually pass-through entities, their owners can qualify for the special pass-through tax deduction created by the Tax Cuts and Jobs Act. This deduction took effect in 2018 and is scheduled to continue through 2025. This is an income tax deduction of up to 20% of the net business income earned by the pass-through business. For details, refer to "The 20% Pass-Through Tax Deduction for Business Owners."

Simplicity. An LLC is the simplest business entity to form and operate. Unlike with a corporation, it is not necessary to have officers and directors, board or shareholder meetings, or the other administrative burdens that come with having a corporation.

Flexibility in Ownership. There are no minimum or maximum limits on the number of owners--also called members--that an LLC can have. Many LLCs have only one member, but an LLC can have five, ten, or hundreds of members.

Options for Management. LLCs can be managed by their members--that is, all the owners share responsibility for the day-to-day running of the business. LLCs also have the option of designating one or more managers to run the business. The managers can be designated members, nonmembers, or a combination of both.

Flexibility in Taxation. LLCs can also choose how they want to be taxed. They are usually taxed as sole proprietorships or partnerships, but SMLLCs and multi-member LLCs have the option of choosing to be taxed like a corporation. This is easily accomplished by filing a document called an election with the IRS. LLCs can choose to be taxed as a C corporation or an S corporation. For more details, see "Why You Might Choose S Corp Taxation for Your LLC."

Credibility. Forming an LLC to own and run your business helps give you credibility. It reassures customers that yours is a real business. You'll also have an official business name to use.

To learn more, see "Advantages of an LLC."

What Are the Disadvantages of an LLC?

Cost: It generally costs more to form and operate an LLC than to be a sole proprietor or have a partnership. You must pay filing fees to form an LLC. Although not legally required, it is highly recommended for LLCs to adopt a written LLC operating agreement laying out how the LLC will be governed. Once the LLC is formed, you will have to pay annual fees and taxes to the state. These vary from state to state, but can be as high as $800 per year or more for highly profitable LLCs.

Investment Disadvantages: LLCs are not ideal for business owners who seek outside investors. This is particularly true if you're looking for funding from venture capitalists, who ordinarily will only fund corporations. Corporations work best for outside investments because stock can be issued in exchange for investors' money. Outside investors can invest in LLCs and receive LLC ownership interests, but this can be more complicated than with a corporation.

To learn more, see "LLC Tax and Filing Requirements."

How Do You Start an LLC?

Steps to form an LLCStarting an LLC is relatively easy. You file articles of organization or a similar document with your secretary of state's office and then take some additional steps to get your LLC up and running.

Each state has its own unique LLC formation requirements. To learn about the specific requirements of forming an LLC in your state, choose your state from the list below:


How much does it cost to form an LLC?

The cost varies from state to state. Generally, it costs $100 to $200 if you do all the work yourself. Most of the cost is the fee to file your articles of organization. It will cost much more if you hire a lawyer. Nolo's online LLC filing service offers packages starting at just $49.00.

To learn about your state's filing fees, see "How Much Does It Cost to Form an LLC?."

How are LLCs taxed?

The default tax regime is for LLCs with a single member to be taxed as sole proprietorships, while LLCs with multiple members are taxed like partnerships. However, LLC owners have the option of having their LLC taxed as a C corporation or S corporation. This is done by filing an election with the IRS.

For details, see "How LLC Members Are Taxed."

Where should I form an LLC?

It is usually best to form your LLC in the state where your business is located. There are ordinarily no great advantages to forming your LLC in any other state.

For more guidance, see "Where to Form Your LLC."

Do I need a lawyer to form an LLC?

No. You can form your LLC yourself. There is no requirement to use a lawyer. You can find all the information you need to form your own LLC at

To form an LLC confidently, and without a lawyer, use Nolo's Online LLC Formation.

What's the difference between a corporation and an LLC?

Both corporations and LLCs provide their owners with limited liability. But LLCs are ordinarily taxed like sole proprietorships or partnerships. In addition, LLC owners do not work as employees of the LLC—they are self-employed business owners.

Corporate shareholders who work for the corporation must be treated like employees of the corporation. For tax purposes, corporations can be C corporations or S corporations. C corporations are separate taxpaying entities with their own low 21% tax rate. S corporations are pass-through entities—profits pass through the business and are taxed at the shareholders' individual rates.

For more details, see "Corporations and S Corporations vs. LLCs."

What is the difference between a sole proprietorship and an LLC?

A sole proprietor personally owns a business and all its assets. There is no separate business entity involved. The sole proprietor is personally liable for all business debts and lawsuits. This means that creditors or lawsuit plaintiffs can reach the proprietor's personal assets to satisfy a debt or judgment.

An LLC is a separate business entity. The LLC owns the business and all its assets. The LLC members—the owners of the LLC—run the LLC. The LLC members ordinarily are not personally liable for LLC debts and lawsuits.

For more details, see "Sole Proprietorships vs. LLCs."

What is a professional LLC?

In some states, individuals involved in certain types of professional practices are not allowed to form regular LLCs. Instead, they must form professional LLCs. These are LLCs specially designed for licensed professionals like lawyers, doctors, architects, engineers, accountants, and chiropractors. The main difference between professional and regular LLCs is that all the members of a professional LLC must hold a professional license.

For details, see "Professional Limited Liability Companies."

What is a series LLC?

A series LLC is an LLC whose articles of formation allow for unlimited segregation of membership interests, assets, and operations into independent series. Each series operates like a separate entity with a unique name, bank account, and separate books and records. For example, series LLCs can be used by real estate investors who own multiple properties. Each series isolates and protects its properties from the liabilities of the properties in other series. Companies with different profit centers can also use series LLCs to segregate and shield each business operation. Only certain states allow series LLCs.

For details, see "What Is a Series LLC?."

What is a single-member LLC?

A single-member LLC (SMLLC) is an LLC owned by one person. SMLLCs are allowed in all states. They are treated much the same as any other LLC. However, for tax purposes, they are disregarded entities. This means they are ordinarily taxed like sole proprietorships—as if the LLC didn't exist.

For details, see "How to Form a Single-Member LLC."

How should my LLC be managed?

LLCs owners have great flexibility in deciding how their entity is managed. Most LLCs are member-managed. With this approach all the members (owners) of the LLC share responsibility for the day-to-day running of the business. This approach is more common in part because most LLCs are small businesses with limited resources and they don't need a separate management level to operate.

LLCs may also elect to be manager-managed. This means that only designated members, or certain nonmembers/outsiders, or a combination of members and nonmembers, are given the responsibility to run the business. The other members in a manager-managed LLC are passive investors who are not involved in business operations. This form of management may be desirable for large LLCs with many members, or where some members only want to be passive investors in the business.

For more details, see "Member-Managed LLCs Versus Manager-Managed LLCs."

Are there any age requirements for forming an LLC?

There is nothing that prevents a minor from being a member of an LLC. However, the LLC laws of some states prohibit minors under age 18 from serving as organizers to form LLCs.

For details, see "Do LLC Members Need to be 18 Years Old (or Older)?."

Do I need insurance for an LLC?

A good liability insurance policy can shield your personal assets when limited liability protection does not. For instance, if you are a massage therapist and you accidentally injure a client's back, your liability insurance policy should cover you. Insurance can also protect your personal assets in the event that your limited liability status is ignored by a court.

In addition to protecting your personal assets in such situations, insurance can protect the LLC's assets from lawsuits and claims. But your LLC won't be protected if it doesn't pay its bills: Commercial insurance usually does not protect personal or corporate assets from unpaid business debts, whether or not they're personally guaranteed.

For more guidance, see "What Types of Insurance Does Your Small Business Need?."

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