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Making choices as an entrepreneur is a big challenge, especially when choosing what business structure to form in Michigan. When it comes to a business structure, you can choose whether to have a C-corporation, S-corporation, Sole Proprietorship or an LLC in Michigan. Before you start Michigan LLC filing, you must compare which structure suits you. You might be considering two popular options: a Limited Liability Company (LLC) or an S Corporation (S-Corp). Both of these structures offer distinct advantages and protections, but selecting the right one depends on various factors, including your business goals, tax preferences, and management style.
If you are confused with Michigan LLC vs. S-Corporation, and thinking which one is better and more suitable for the business that you will form, there are a few things that you should consider. Before we get through this article, you should understand what an LLC and S-Corporation mean in Michigan.
On this page, you’ll learn about the following:
LLC vs. S-Corp: Definition
While forming an LLC, you must follow some major steps. It is a business structure that protects your personal assets from getting affected by business liabilities. On the other hand, the S Corp is not a conventional business structure, but it is tax status that your can file with the IRS. S Corp does not provide personal asset protection like an LLC. Here are the detailed definitions of the two-
What is an LLC in Michigan?
A limited liability company (LLC) is a formal business structure that provides personal asset protection. Under this structure, the LLC owner/member can save his/her personal assets in case the business is in debt or is being targeted with a lawsuit. In some special cases, if your company is legally sued, the other party can go after your personal assets. This is called piercing the corporate veil, where you become personally liable for the company’s debt.
Forming an LLC in Michigan gives you a pass-through tax benefit where you don’t have to pay an income tax based on your business revenue; instead, the income tax will be calculated based on your personal income.
What is an S-Corp in Michigan?
An S-Corporation (S-corp) is not a type of corporate entity, unlike a limited liability company (LLC) or other business structures. It’s a tax classification that might result in significant financial savings for corporations and LLCs but in different ways. S-Corporation is similar to LLC, except that the IRS treats it as a corporation for tax purposes.
S-corp is a prominent alternative to the LLC. Unlike a conventional C-corp, S-corp is more suitable for small and medium businesses, such as businesses with 100 shareholders.
LLC Vs. S-Corporation: Which is More Preferable in Michigan?
In Michigan, forming a business is crucial since you need to be adequate in your decision, especially when you think if Michigan LLC or an S-Corporation in Michigan is preferable. An S-Corporation is a tax classification that some small businesses are qualified for, whereas an LLC is a legitimate company form. By submitting a document to the Internal Revenue Sector (IRS), corporations and LLCs can choose S-Corporation taxation. An S-Corporation can be less formal than forming an LLC and doesn’t normally provide the same protection. Also, unlike LLC, S-Corporation in Michigan doesn’t provide the same protections entrepreneurs seek from an LLC. It’s important to consider your options when launching a business from a legal and tax point of view.
It is better to consult a legal professional before you set up an LLC or S-corp. We shared basic differences and how you can form an LLC and S-corp. But it is always recommended to consult a professional before making any decision.
– LLCBuddy Editorial Team
Tax Difference Between Michigan LLC and S-Corp in Michigan
There is a difference between LLC and S-Corporation when it comes to paying taxes. Based on Federal and State Tax differences between the two, you can determine if S-Corporation or LLC in Michigan is suitable for your business.
Federal Taxes: There are a few federal tax factors to consider when selecting whether to operate an LLC or S-Corporation in Michigan. Tax differs in terms of Pass-Through Taxes and Self-Employment Taxes.
Pass-Through Taxes: LLC and S-Corporation in Michigan are the same in terms of pass-through taxation at the federal level. LLCs and S-Corporations do not pay federal income taxes as separate legal entities because of pass-through taxation. Only their owners are required to pay federal income taxes on their portions of the business income. The company does not pay twice the tax in this kind of taxation. Unlike LLCs and S-Corporations, C-Corporations in Michigan are mandated to have double taxation. It means that they must pay federal taxes at the entity level.
Self-Employment Taxes: Most LLC owners choose S-corporation taxation in Michigan to reduce their self-employment taxes. This is because if you own an S-corporation, you are not required to be self-employed. Instead, you can join the company as an employee and receive regular salary benefits. On the other hand, an LLC member must include their guaranteed payments and a portion of the LLC’s earnings in calculating their self-employment tax. Distribution of shares defines S-Corporation shareholders in terms of their corporate incomes.
Consider the scenario where you are the only owner of an LLC in Michigan with a $150,000 annual profit. And let’s say that $100,000 is a fair wage in your location for someone doing the same job as you. Under the default LLC taxation, you must pay self-employment taxes on the entire $150,000 profit. But, if your company is taxed as a Michigan S-Corp, you will only be responsible for paying payroll taxes on the standard wage of $100,000. Income tax will still apply to the remaining $50,000.
Michigan State Taxes: At the state level, there aren’t any significant tax differences between regular LLCs and S Corporation LLCs. In terms of the annual LLC fee in Michigan, it costs $25 that can be paid to the MN Secretary of State. Of course, before forming the whole LLC, you must pay the initial fee of $50.
On the other hand, you also need to pay taxes if you form an S-Corporation in Michigan; besides, you must pay the S-Corp filing fee and an annual report fee after a year of establishing your S-Corp. You must also go to the MN Secretary of State to pay this.
How do Michigan LLCs and S-Corporations Handle Liability Protection?
In Michigan, you have no personal responsibility for the financial and legal liabilities of an LLC you will form. An S-Corporation does not provide liability protection because it is a tax designation rather than a distinct business entity. Whatever liability defense an S-Corporation provides is provided by the underlying business entity that chose the tax status. You will have the liability protection the LLC offers if it chooses S-Corporation status for tax purposes.
LLC Vs. S Corporation Ownership Requirements Comparison
Strict ownership requirements exist for LLCs and S-Corporations in Michigan. LLC ownership regulations are strict because a new member can only be accepted with the approval of all existing members. On the other hand, S-Corporation ownership regulations are also strict because only specific people are permitted to become shareholders. Also, an S-Corporation can’t have more than 100 shareholders and needs one class of stock.
The following are the reasons why some cannot be shareholders in the S-Corporation in Michigan.
- Insurance business
- Domestic and International sales corporations
- Partnerships
- Corporations
- Unauthorized Immigrants
- Certain financial institutions
Although you know most of the reasons regarding the ownership requirements of both LLC and S-Corporation, you should still seek legal advice in preparation for your business and it is best to visit LLCBuddy for your Michigan LLC or Michigan S-Corp.
Which is Easier to File in Michigan: LLCs or S-Corporations?
Filing an LLC or S-Corporation in Michigan takes time and preparation. Even though it is not as easy as it seems, something manageable still makes it not difficult. LLC and S-Corporation can be filed by Michigan Resident Agent. However, in order to establish an LLC in Michigan, you must submit a Articles of Organization to the Michigan Department of Licensing and Regulatory Affairs. Your Articles of Organization must contain information for your LLC, along with payment of the associated filing fee.
In addition, you need to submit more papers to make the Michigan S-Corporation election. File a Form 8832 to inform the Internal Revenue Sector (IRS) that you prefer to tax your LLC as a corporation rather than a partnership. Then you will then submit Form 2553 to choose S-Corporation status.
Do not forget that you must submit annual tax returns and reports after creating your LLC in order to maintain legal compliance.
Important Information
Who Pays More Taxes, an LLC or S-Corporation?
Taxes differ for LLC and S-Corporation in Michigan because it depends on the tax purposes and how much profit will be generated. Usually, LLCs are frequently taxed at personal rates and LLC owners can elect to be treated as a separate company with its own federal tax identification number.
On the other hand, owners of S-Corporations must receive a salary that includes Social Security and Medicare taxes. The owner, however, can get dividend income or some of the leftover profits, but not as an employee; thus, they won’t be subject to Social Security and Medicare taxes on that money.
Should I Convert an LLC to S-Corporation?
Since your business assets are separated from your personal assets if you’re a sole proprietor, it may be advisable to form an LLC. You are not restricted to modifying the structure of your LLC to an S-Corporation. Although an S-corporation must have a board of directors, a maximum of 100 shareholders, and adhere to more regulations, it would be ideal for more companies with more shareholders.
How to Structure an LLC to S-Corporation?
To structure an LLC to S-Corporation in Michigan, you must submit Form 2553, Election by a Small Business Corporation, to the IRS in order to choose S-corp taxation. Filing a form 2553 should be done 75 days after the formation of your S-Corp, or not more than 75 days after the beginning of the tax year in which the election is to take effect.
If your LLS-Corp has passed the deadline of 75 days, you must also file Form 8832, Entity Classification Election, in order to opt to be taxed as a corporation. Then you would send Form 2553 and Form 8832 jointly by certified mail from the USPS. In Michigan, you can file your form 2553 in the Department of the Treasury Internal Revenue Service Center – Kansas City, MO 64999 Fax: 855-887-7734.
FAQs
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Why Michigan LLC Vs S Corp is So Important
Michigan LLCs are a common choice for entrepreneurs looking to protect their personal assets from business liabilities while keeping things simple in terms of administrative requirements. LLCs provide flexibility in terms of management structure and tax treatment, making them an attractive option for small businesses. With an LLC, owners are protected from personal liability for the debts and obligations of the business, which can be a major advantage if the business runs into financial trouble.
On the other hand, electing to be taxed as an S Corp can provide potential tax savings for small business owners. S Corps are considered pass-through entities, meaning that profits and losses are passed through to the owners’ personal tax returns. This can result in significant tax savings, as S Corp owners can avoid paying self-employment taxes on their profits. Additionally, S Corps can offer tax deductions for things like health insurance premiums and retirement contributions, which can further reduce the tax burden for owners.
Another key difference between Michigan LLCs and S Corps lies in the ownership restrictions. LLCs can have an unlimited number of owners, called members, who can be individuals, corporations, or other LLCs. This flexibility can be beneficial for businesses looking to bring on investors or have a more complex ownership structure. In comparison, S Corps are limited to 100 shareholders, all of whom must be U.S. citizens or residents. This restriction can limit the growth potential of a business that plans to raise funds through multiple investors or go public in the future.
Furthermore, when it comes to corporate formalities, Michigan LLCs tend to have fewer requirements compared to S Corps. While both entities are required to file annual reports and maintain accurate records, S Corps are also required to hold regular meetings, keep meeting minutes, and follow other strict formalities. For small businesses with limited resources, the additional administrative burden of an S Corp structure may not be feasible or practical.
In conclusion, choosing between a Michigan LLC and S Corp can have long-term implications for the success and growth of your business. Each structure has its own advantages and disadvantages, so it’s essential to thoroughly research and consider your specific needs and goals before making a decision. Consulting with a qualified attorney or accountant can also be beneficial in determining the best legal structure for your business. Ultimately, the decision between a Michigan LLC and S Corp will depend on various factors, including tax considerations, ownership structure, and administrative requirements.
Conclusion
Even though you can choose a different corporate structure, consider whether it will primarily assist your organization. Striking the perfect balance between corporate benefits and legal protection that suits your particular needs is important. In forming an LLC or S-Corp in Michigan, you must be aware that every detail is well-formed so that starting your business will be successful. And, if you would like us to help you form a Michigan LLC and S-Corp in Michigan, read our other business guides.