LLC vs Corporation in the US: Key Differences

LLC or corporation? Compare liability, management, taxation and investors for US entities, and check which one a company is with the API.

In the US a company is formed under the law of a state, not federally. A limited liability company (LLC) and a corporation both shield their owners from the entity’s debts; they differ in how they are managed and taxed and in what investors expect.

LLC vs Corporation at a glance

LLCInc.
Formed by filingArticles of organization with a stateArticles (certificate) of incorporation with a state
Owners are calledMembersShareholders
Ownership is held asMembership interestsShares of stock
Owners’ liabilityGenerally not personally liable for the LLC’s debtsLimited to their investment
ManagementBy the members or by managers, as the operating agreement saysA board of directors that appoints officers, under bylaws
FormalitiesFewerBoard and shareholder meetings, minutes, bylaws
Default taxationPass-through (the LLC itself is not taxed); can elect corporate taxA C corporation pays tax itself and its dividends are taxed again; an S corporation election gives pass-through tax
InvestorsCommon for small businesses and property holdingsThe usual choice for venture-backed companies, often incorporated in Delaware
Name must includeLLC, L.L.C. or Limited Liability CompanyInc., Corp., Incorporated or Corporation (the exact words vary by state)

A general comparison of the usual rules, not legal advice: a company’s own articles and the current law of its country decide the details.

How to check which one a company is

The API returns legal_form as LLC or Inc. (and LP, LLP, PC), with legal_form_family and the state’s own value in local_legal_form. The record also says where the company was formed (registry_details.jurisdiction). US coverage is the business registers of New York, Colorado, Connecticut and Pennsylvania plus SEC filers and LEI holders from every state, so not every US company is found.

curl -H "Authorization: Bearer rk_live_..." \
  "https://api.prometiam.com/functions/v1/risk-api/companies/search?country=US&name=<company name>"

# read on each result:
#   "legal_form"        -> "LLC" or "Inc."
#   "legal_form_family" -> "private_limited_company" or "public_limited_company"

The API's legal_form values for these two: LLC is Limited liability company; Inc. is Corporation.

Coverage and limits for the United States: company records only (no officers, no registry-compliance signal); the business registers of New York, Colorado, Connecticut and Pennsylvania plus SEC filers and LEI holders from every state, so not every US company; sole proprietorships, estates and personal trusts are never served. US sources: New York Department of State, Colorado Secretary of State, Connecticut Secretary of the State, Pennsylvania Department of State (open data), SEC EDGAR, GLEIF (CC0).

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Frequently asked questions

What is the difference between an LLC and a corporation?
Both shield owners from the entity’s debts. An LLC is run as its operating agreement says and is taxed as a pass-through by default; a corporation has a board, officers and bylaws, and a C corporation pays tax itself.
Is an S corporation a different entity type?
No. An S corporation is a tax election made by a corporation (or an LLC), not a separate legal form.