LLC vs LLP: Which Should you Choose?

LLC vs LLP: Which Should you Choose?



You may want to look at several company structures when you launch your new enterprise to minimise your personal responsibility. A limited liability corporation (LLC) and a limited liability partnership (LLP) are two choices (LLP). Both are straightforward to set up, but they may not be suitable for all businesses in all states. The article by Business Fairfield below explains the differences between LLC and LLP so you can pick the suitable entity for your business.

What is an LLC?

A limited liability corporation (LLC) is a distinct legal entity having one or more members as owners. You can form an LLC by submitting the necessary documents to your secretary of state. This usually entails incorporating the company, paying the filing cost, and drafting an operating agreement. The business is a separate entity from its owners when legally created, which means the LLC owns commercial property, has its own bank account, and has its own tax identification number.

What is LLP?

A limited liability partnership (LLP) is simply a general partnership with one or more partners having limited responsibility. When two or more persons do business together, they create a general partnership, which does not require any formal documents. You must file additional documentation with the state in order to form an LLP. An LLP, like an LLC, is a distinct legal entity.

Comparing LLC and LLP

Liability protection

An LLC and an LLP both offer some personal liability protection by limiting each partner’s or member’s responsibility to the amount they invested in the firm. An LLC, in general, gives the highest liability protection. If the LLC is sued or owes a debt, the members are not personally liable, save in circumstances of business mismanagement. This protects personal assets such as members’ homes, bank accounts, and automobiles.

An LLP’s partners may have limited liability, similar to that of an LLC, once constituted, although this depends on the state where you filed. In certain places, an LLP merely protects a partner from being held liable for the actions of another partner, but the partners are still individually liable for the company’s debts and liabilities. Furthermore, some jurisdictions mandate that at least one partner bears unlimited personal culpability, while the other partners are shielded.


A limited liability company (LLC) has the option of being taxed as a sole proprietorship, partnership, or corporation. An LLP, on the other hand, must file as a partnership. When you file as a sole proprietor or a partnership, your income is channeled through the business, and you only pay taxes once as an individual. If the firm is organized as a corporation, the income is taxed once on the corporate tax return and then again on the personal tax return.

Furthermore, both LLCs and LLPs are eligible for the 20% pass-through deduction. As a result, you can deduct up to 20% of your business income on your personal tax return. This complicated tax advantage has certain restrictions.

Management Structure: Operating Agreement vs. Partnership Agreement

The method for defining the management structure differs across the two organizations as well. As previously stated, an LLC can only have one member, but an LLP requires at least two partners. The members of an LLC develop an operating agreement that governs how the LLC is run. This document details each member’s financial contributions, how earnings will be allocated, and who will be in charge of management decisions.

You can form a member-managed LLC, which means all of the owners have a vote in how the company is operated. Alternatively, you can form a manager-managed LLC with passive owners or investors who are not participating in the company’s decision-making.

The partnership agreement determines the management structure of an LLP. The partnership agreement, like the operating agreement, specifies each partner’s responsibilities, financial contributions, and profit distributions. You can designate one partner as a “silent partner,” which means they will earn a portion of the profits but will not participate in company decision-making, similar to a management-managed LLC.


Consider the advantages and disadvantages of each company structure. Changing the corporate structure after the state filings is difficult, as well as expensive and time-consuming. An LLC is generally your best option if your major concern is minimizing liability or tax flexibility. However, check your state’s tax rules; LLCs may be subject to a greater tax than LLPs in some states.

In some situations, based on the state where you intend to register and the sort of business, the decision may be made for you. You can’t create an LLP if you’re running a firm by yourself without any partners. Furthermore, LLPs are not recognized as a corporate form in every state. Only professional enterprises, such as accounting firms and law firms, are permitted to form LLPs in some states. Similarly, certain professions may not be permitted to create an LLC and must instead rely on an LLP for protection.