As a business owner, understanding the taxation of Limited Liability Companies (LLCs) is crucial. In this article, we will discuss the tax implications for single-member LLCs and two-member LLCs in a member-managed model, with a focus on S Corp election and self-employment tax treatment.

Key Points

• Two-Member LLCs: Member-Managed Model

The Dilemma for Single-Member LLCs

This article focuses on tax treatment of the limited liability companies. However, LLC statutes were enacted for a different treatment: asset protection.

Asset protection in this context means statutory protections of personal assets when the business is bankrupt. Without limited liability rules, the personal assets of a shareholder would be at risk. Limited liability rules sprung from corporate law, which always contemplated many members, most of whom were innocent and not related to the claim against a minority shareholder. To address this issue, state legislatures began enacting laws authorizing the formation of Limited Liability Companies (LLCs) in the late 20th century. LLCs were designed to offer limited liability protection to small businesses and sole proprietors, while solving a different problem than pass-through taxation.

NOTE: all states treat single-member LLCs the same way. For instance, some states like California, do not offer the same level of protection for single-member LLCs as they do for multi-member LLCs, and in certain cases, a creditor may be able to access the LLC’s assets. It’s important for business owners to research and understand their state’s specific laws regarding single-member LLCs and liability protection.

The Confusion Over Tax

The Internal Revenue Service (IRS) defers to state law when it comes to the formation of business entities like LLCs. However, the federal government was not initially required to offer S Corp tax treatment to these entities. Over time, the IRS has become more accommodating, allowing LLCs to elect S Corp taxation and simplifying the process for business owners to choose between being taxed as a sole proprietor or an S Corp. This flexibility has made it easier for small businesses to access the benefits of S Corp tax treatment.

When an LLC elects to be taxed as an S Corp, it files its tax returns using Form 1120S. While this form can be more complex and lengthy than other tax forms, it allows the LLC to take advantage of the unique tax benefits associated with S Corp taxation, such as avoiding double taxation and potentially reducing self-employment taxes.

Single Member LLCs and Pass-Through Taxation

By default, a single-member LLC is treated as a disregarded entity for tax purposes. This means that the LLC’s income and expenses pass through to the owner, who reports them on their personal tax return (Form 1040 Schedule C). This simplifies tax filing and avoids double taxation, but the owner is subject to self-employment tax.

The Tax Dilemma for Single-Member LLCs

Similar to the liability dilemma, single-member LLCs also face challenges when it comes to taxation. Initially, self-employment tax benefits were presumed to apply only to partnerships and S Corps with multiple shareholders, some of whom were not involved in the company’s day-to-day operations. Over time, however, the IRS has eased its stance, allowing single-member LLCs to elect S Corp tax treatment, potentially offering significant tax savings. More on this later.

Two-Member LLCs: Member-Managed Model

When an LLC has two members in a member-managed model, the IRS automatically classifies it as a partnership for tax purposes. Each member is responsible for reporting their share of the LLC’s income, deductions, and credits on their personal tax return using Schedule K-1. Like single-member LLCs, partnership taxation is pass-through, and members are subject to self-employment tax.

S Corp Election for Tax Purposes

An LLC can elect to be treated as an S Corporation for tax purposes by filing Form 2553 with the IRS. This election can provide tax savings, as it allows the LLC’s owners to split their income between salary and dividends. The salary portion is subject to self-employment tax, while dividends are not. However, the S Corp election comes with certain restrictions, such as a maximum of 100 shareholders and a single class of stock.

Self-Employment Tax Rate and Potential Savings

When an LLC elects S Corp status, self-employment taxes are only imposed on the salary portion of the owner’s income. This can result in significant tax savings, as the dividend portion is not subject to self-employment tax. However, the IRS requires that owners pay themselves a “reasonable” salary, meaning it must be in line with industry standards for similar work.

The self-employment tax rate is currently 15.3%, which consists of 12.4% for Social Security and 2.9% for Medicare. By electing S Corp tax treatment, single-member LLCs can potentially save on self-employment taxes. For example, let’s assume a single-member LLC generates $100,000 in net income. Without S Corp tax treatment, the owner would be subject to self-employment tax on the entire $100,000, resulting in a tax liability of $15,300.

However, if the LLC elects S Corp tax treatment and the owner pays themselves a reasonable salary of $60,000, they would only be subject to self-employment tax on that salary amount. This would result in a tax liability of $9,180, saving the owner $6,120 in self-employment taxes. The remaining $40,000 of income would be treated as dividends and not subject to self-employment tax.

Steps to Select Tax Treatment and Revenue Thresholds

To make the S Corp election, the LLC must file Form 2553 with the IRS within 75 days of its formation or the start of the tax year. The election is not recommended for all businesses, as the additional administrative requirements and potential tax savings may not outweigh the benefits. As a general rule, an LLC with annual gross revenue of $50,000 or more may benefit from the S Corp election.

Final Thoughts

In conclusion, understanding the taxation and liability implications of single-member and two-member LLCs is essential for business owners. While all 50 states allow the formation of single-member LLCs, the degree of liability protection varies from state to state. Limited liability and asset protection, originating from corporate law, have been extended to small businesses and sole proprietors through the enactment of LLC statutes.