- Legal vs tax
- Legal entity = LLC. Default tax = partnership (1065/K-1). Can elect S-corp or C-corp if eligible.
- Liability
- Entity-level shield plus member-to-member terms in the operating agreement.
- Default federal tax
- partnership
- Other federal options
- s corporation, c corporation
- Formation / maintenance
- Same formation stack as SMLLC plus allocation, voting, and buy-sell terms that actually match how you split economics.
- Public-record notes
- Member lists may be public depending on the state and whether you file as member-managed.
- Succession
- Buy-sell is mandatory design, not optional paperwork.
- Investor fit
- Better than a GP. Still weaker than a C-corp for option pools and preferred stock.
Disqualifiers
- S-corp election with an ineligible member (for example a partnership shareholder)
Professional review: cpa, attorney.
Related: single-member-llcs-corporation-electionc-corporation