By number of owners
| Type | Default federal income tax | Notes |
|---|---|---|
| Single-member LLC | Disregarded as separate from its owner | Still a separate entity for employment tax |
| Multi-member LLC | Classified as a partnership | Needs an EIN and an operating agreement among members |
| Either, by election | Taxed as a corporation (Form 8832) or as an S corporation (Form 2553) | An election changes tax treatment, not the state entity |
The IRS explains these defaults on its pages for single member LLCs and for LLCs in general. A corporate election made with Form 8832 generally limits changing classification again for 60 months, with exceptions, according to the form instructions. Ask a CPA before electing.
By management
- Member-managed: the owners run the business directly.
- Manager-managed: the owners appoint one or more managers, who can be owners or outsiders. The roles are set in the operating agreement.
Domestic and foreign LLC
A domestic LLC is formed in a state. The same LLC is a foreign LLC in any other state where it registers to do business. "Foreign" here means "from another state", not "from another country". States decide what counts as transacting business, and the Texas Secretary of State, for example, says it will not give a legal opinion on whether a particular company must register. See best state for an LLC.
Series LLC
A series LLC lets one LLC set up internal "series", each able to have its own assets, obligations and rights. Only some states allow it, and the conditions for keeping liabilities separate are written into each statute. Examples of statutes we read:
- Delaware: 6 Del. C. section 18-215
- Texas: Business Organizations Code sections 101.601 and following, described by the Texas Secretary of State
- Illinois: 805 ILCS 180/37-40
- Wyoming: W.S. 17-29-211, with a Secretary of State filing form
- Nevada: NRS Chapter 86, section 86.296
This is not a complete list, and states change their laws. Series LLCs raise questions about how a different state treats a series, so talk to a licensed attorney before relying on one. We do not file series LLCs.
Professional LLC (PLLC)
Some states let licensed professionals, such as doctors or lawyers, form a professional LLC. Rules and the professions covered differ by state, and licensing boards set conditions. Ask your state licensing board and a licensed attorney. We do not form professional LLCs.
Other labels you will see
Terms such as "anonymous LLC" or "low-profit LLC" are used in marketing and in some state statutes. What they mean, and whether your state offers them, depends on that state. Check the Secretary of State site of the state you are considering.
Next step
Ready to form yours? Start your LLC with Coral Filings and we handle the state filing, the registered agent and the EIN request. Want to compare filing fees first? Open the state fees hub for all 50 states and D.C.
Frequently asked questions
What is the difference between a single-member and a multi-member LLC?
By default the IRS disregards a one-member LLC for income tax, while a domestic LLC with two or more members is classified as a partnership.
Is a foreign LLC an LLC from another country?
Not in this context. A foreign LLC is one formed in a different state that registers to do business in your state.
Which states allow a series LLC?
Several do, including Delaware, Texas, Illinois, Wyoming and Nevada, according to their statutes. The list changes, so read your state's current law.
Does Coral Filings form series or professional LLCs?
No. We form standard LLCs and corporations.
Can I change how my LLC is taxed later?
Often yes, with Form 8832 or Form 2553, within IRS rules and deadlines. Ask a CPA first.
This page is general information, not legal or tax advice. For your specific situation, talk to a licensed attorney or CPA.
Sources
- IRS: Limited Liability Company
- IRS: Single member limited liability companies
- IRS: Form 8832, Entity Classification Election
- Delaware Code, Title 6, Chapter 18 (section 18-215, series)
- Texas Secretary of State: Business Organizations Code FAQs
- Illinois Compiled Statutes, 805 ILCS 180/37-40 (series)
- Wyoming Secretary of State: Series LLC articles and instructions
- Nevada Revised Statutes, Chapter 86 (limited-liability companies)
- Texas Secretary of State: foreign or out-of-state entities FAQs