LLC vs S-Corp in North Dakota


Steve Goldstein
Steve Goldstein
Business Formation Expert
Steve Goldstein runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

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LLC vs. S Corp in North Dakota

Making choices as an entrepreneur is a big challenge, especially when choosing what business structure to form in North Dakota. When it comes to a business structure, you can choose whether to have a C-corporation, S-corporation, Sole Proprietorship or an LLC in North Dakota. Before you start North Dakota 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 North Dakota 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 North Dakota.

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 North Dakota?

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 North Dakota 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 North Dakota?

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 North Dakota?

In North Dakota, forming a business is crucial since you need to be adequate in your decision, especially when you think if North Dakota LLC or an S-Corporation in North Dakota 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 North Dakota 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 North Dakota LLC and S-Corp in North Dakota

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 North Dakota 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 North Dakota. Tax differs in terms of Pass-Through Taxes and Self-Employment Taxes.

Pass-Through Taxes: LLC and S-Corporation in North Dakota 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 North Dakota 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 North Dakota 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 North Dakota 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 North Dakota 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.

North Dakota 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 North Dakota, it costs $50 that can be paid to the OH Secretary of State. Of course, before forming the whole LLC, you must pay the initial fee of $135.

On the other hand, you also need to pay taxes if you form an S-Corporation in North Dakota; 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 OH Secretary of State to pay this.

How do North Dakota LLCs and S-Corporations Handle Liability Protection?

In North Dakota, 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 North Dakota. 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 North Dakota.

  • 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 North Dakota LLC or North Dakota S-Corp.

Which is Easier to File in North Dakota: LLCs or S-Corporations?

Filing an LLC or S-Corporation in North Dakota 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 North Dakota Registered Agent. However, in order to establish an LLC in North Dakota, you must submit a Articles of Organization to the North Dakota Secretary of State. 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 North Dakota 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 North Dakota 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 North Dakota, 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 North Dakota, you can file your form 2553 in the Department of the Treasury Internal Revenue Service Center – Ogden, UT 84201 Fax: 855-214-7520 .

FAQs

What are the benefits of forming an LLC in North Dakota?
Forming an LLC in North Dakota offers limited liability protection for members, the ability to elect different tax classifications, and the ability to avoid the formalities of corporate formalities.
What are the benefits of forming an S-Corp in North Dakota?
Forming an S-Corp in North Dakota offers limited liability protection for shareholders, the ability to elect different tax classifications, and the ability to pass through profits and losses to the shareholders.
What forms do I need to file to form an LLC in North Dakota?
In order to form an LLC in North Dakota, you must file Articles of Organization with the North Dakota Secretary of State.
What forms do I need to file to form an S-Corp in North Dakota?
In order to form an S-Corp in North Dakota, you must file Articles of Incorporation with the North Dakota Secretary of State.
What is the filing fee for forming an LLC in North Dakota?
The filing fee for forming an LLC in North Dakota is $135.
What is the filing fee for forming an S-Corp in North Dakota?
The filing fee for forming an S-Corp in North Dakota is $135.
How long does it take to form an LLC in North Dakota?
It typically takes 5-7 business days to form an LLC in North Dakota.
How long does it take to form an S-Corp in North Dakota?
It typically takes 5-7 business days to form an S-Corp in North Dakota.
Does North Dakota allow multi-member LLCs?
Yes, North Dakota allows multi-member LLCs.
Does North Dakota allow S-Corps with more than one shareholder?
Yes, North Dakota allows S-Corps with more than one shareholder.
Does North Dakota require LLCs to have an operating agreement?
No, North Dakota does not require LLCs to have an operating agreement.
Does North Dakota require S-Corps to have bylaws?
Yes, North Dakota requires S-Corps to have bylaws.
Is there a personal income tax in North Dakota?
Yes, North Dakota has a personal income tax.
Is there a corporate income tax in North Dakota?
Yes, North Dakota has a corporate income tax.
Does North Dakota allow LLCs to be taxed as corporations?
Yes, North Dakota allows LLCs to be taxed as corporations.
Does North Dakota allow S-Corps to be taxed as partnerships?
Yes, North Dakota allows S-Corps to be taxed as partnerships.
Is there an annual report requirement for LLCs in North Dakota?
No, there is no annual report requirement for LLCs in North Dakota.
Is there an annual report requirement for S-Corps in North Dakota?
Yes, there is an annual report requirement for S-Corps in North Dakota.
Does North Dakota require LLCs to hold annual meetings?
No, North Dakota does not require LLCs to hold annual meetings.
Does North Dakota require S-Corps to hold annual meetings?
Yes, North Dakota requires S-Corps to hold annual meetings.
Does North Dakota allow LLCs to have perpetual existence?
Yes, North Dakota allows LLCs to have perpetual existence.
Does North Dakota allow S-Corps to have perpetual existence?
Yes, North Dakota allows S-Corps to have perpetual existence.
Does North Dakota allow LLCs to be formed by a single person?
Yes, North Dakota allows LLCs to be formed by a single person.
Does North Dakota allow S-Corps to be formed by a single person?
No, North Dakota does not allow S-Corps to be formed by a single person.
What is the statutory agent requirement for LLCs in North Dakota?
LLCs in North Dakota must appoint a registered agent in the state to act as their statutory agent.
What is the statutory agent requirement for S-Corps in North Dakota?
S-Corps in North Dakota must appoint a registered agent in the state to act as their statutory agent.
Does North Dakota require LLCs to issue shares?
No, North Dakota does not require LLCs to issue shares.
Does North Dakota require S-Corps to issue shares?
Yes, North Dakota requires S-Corps to issue shares.
What are the differences between an LLC and an S-Corp in North Dakota?
An LLC is a business structure that combines the limited liability of a corporation with the flexibility and pass-through taxation of a partnership. An S-Corp is a small business corporation that is taxed similarly to a partnership but offers the personal liability protection of a corporation.
What are the filing fees for forming an LLC or S-Corp in North Dakota?
Filing fees for forming an LLC in North Dakota are $135, plus a $5 filing fee for the articles of organization. Filing fees for forming an S-Corp in North Dakota are $50.
How long does it take to set up an LLC or S-Corp in North Dakota?
The process for setting up an LLC or S-Corp in North Dakota can usually be completed within 5-7 business days.
Does North Dakota require LLCs and S-Corps to file annual reports?
Yes, North Dakota requires LLCs and S-Corps to file annual reports with the Secretary of State.

Also Read

Why North Dakota LLC Vs S Corp is So Important

One of the primary reasons why choosing between a North Dakota LLC and an S Corp is so important is liability protection. Limited liability companies (LLCs) offer protection for personal assets by separating the business’s debts and obligations from the personal assets of the owners. This means that if the business is sued or incurs debt, the owners’ personal assets, such as their home or savings, are generally not at risk. In contrast, S Corporations (S Corps) also provide limited liability protection, but they come with stricter rules and regulations that must be followed to maintain this protection.

Another important consideration when deciding between an LLC and an S Corp is taxes. LLCs offer more flexibility in terms of how they are taxed, as they can choose to be taxed as a sole proprietorship, partnership, or corporation. This allows owners to choose the tax structure that best fits their business needs and goals. On the other hand, S Corps are required to pay themselves a reasonable salary, which is subject to payroll taxes, in addition to pass-through income that is taxed at the individual level. This can result in a higher tax burden for S Corp owners compared to LLC owners.

Furthermore, the management structure and ownership requirements of an LLC and an S Corp are also important factors to consider. LLCs are more flexible in terms of management, allowing owners to choose between member-managed or manager-managed structures. This gives owners the freedom to run their business as they see fit, without being subject to strict management requirements. S Corps, on the other hand, are required to have a board of directors, officers, and shareholders, which can add complexity to the management of the business.

Additionally, forming an S Corp requires compliance with more formalities, such as holding regular board meetings, keeping minutes, and filing annual reports. While these formalities may help to establish a sense of legitimacy and credibility for the business, they can also be time-consuming and cumbersome for small businesses with limited resources.

In conclusion, the decision to choose between a North Dakota LLC and an S Corp is not one that should be taken lightly. It is important for business owners to carefully consider the advantages and disadvantages of each business structure in order to make an informed decision that aligns with their goals and vision for their business. By understanding the implications of each structure in terms of liability protection, taxes, management, and compliance requirements, business owners can make the right choice that will set their business up for success.

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 North Dakota, 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 North Dakota LLC and S-Corp in North Dakota, read our other business guides.

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