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LLC vs C-Corp

The decision comes down to who will own you.

If you're raising venture capital, the answer is a C-Corp. If you're building on your own, it's usually an LLC. Everything else follows from that one fact.

most founders overthink this one

Who each one is right for.

An LLC is right for you if

You're building it yourself

  • –You're bootstrapping, freelancing, or running a business you own outright
  • –You want pass-through taxation β€” the business profit is taxed once, on your own return
  • –You want the lightest possible ongoing paperwork
  • –You have no plan to raise venture capital

A C-Corp is right for you if

You're going to raise money

  • –You plan to raise venture capital or angel investment
  • –You need to issue stock and stock options to employees
  • –An investor has told you they need a Delaware C-Corp
  • –You're building toward an acquisition or an eventual IPO

Three things that actually differ.

Taxation. An LLC is a pass-through by default: the business itself pays no federal tax, and the profit lands on your personal return. A C-Corp pays tax at the corporate level, and distributions to owners are taxed again. That second layer only matters if you're paying yourself distributions and dividends β€” which most solo founders aren't.

Ownership and funding. A C-Corp issues shares, which is what venture capital is built on: priced rounds, SAFEs, and stock-option plans all assume a C-Corp. An LLC's ownership is a membership interest, which investors generally won't accept. If an investor has ever said "we'll need you to be a Delaware C-Corp," that's the end of the discussion.

Ongoing obligation. Both need annual filings to stay in good standing, but a C-Corp carries more corporate formality β€” bylaws, board minutes, stock ledgers β€” that a solo LLC largely skips. For one founder, an LLC is less paperwork to keep straight year after year.

You can start as one, become the other.

A lot of founders start as an LLC because it's simpler, then convert to a C-Corp when a term sheet appears. Conversion is routine and common β€” lawyers and formation services do it constantly β€” so choosing the LLC today does not lock you out of venture funding tomorrow. What it does do is keep your early years cheap and simple while you figure out whether the business is going anywhere.

The reverse is rarer and messier, which is the real reason to think it through once: if you already know you're building a venture-scale company, starting as a C-Corp saves you a conversion you'd otherwise do later.

Still deciding? Start here.

Which entity should I form? β€” the thirty-second version, if you just want an answer.

LLC vs C-Corp for non-residents β€” the same question, with the extra reporting that comes with foreign ownership.

LLC vs sole proprietorship β€” if you're wondering whether to formalize at all yet.

Either way, we'll form it for you.

$449 β€” $349 Corppy + $100 Wyoming filing fee, or $508 β€” $399 Corppy + $109 Delaware filing fee. All-in pricing, no surprises at checkout.

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