Delaware LLC Tax Structure – Classification of LLC Taxes To Be Paid


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A limited liability company in general does not have to pay any business taxes. When we talk about the classification of LLC taxes in Delaware, we know that it is a pass-through taxation structure. Typically, the profit LLC makes passes through the LLC to its members. Based on the profit share, members file their income tax returns. LLCs, unlike other corporations, do not have to pay income taxes based on profit or revenue.

IRS (Internal Revenue Service) allows LLCs to choose their preferable classification of tax at the beginning of the LLC formation. In general, a single-member LLC is taxed as a sole proprietor and a multi-member LLC is taxed as a partnership. As there is no fixed tax structure for LLCs, anyone certainly wants to opt for the most beneficial one. Keep reading till the end to know more about the tax structure of a Delaware LLC and related aspects.

Classification of Delaware LLC Taxes

An LLC is considered a Pass-through Entity because it allows the income to pass through & become self-employment income. The members of the LLC have to pay Self-employment tax or Self-Employment Taxes on any income they earn through the LLC. The LLC has to pay Franchise Tax on its income. In addition to the Self-employment tax, there are some other requirements that an LLC has to consider, such as:

  1. Franchise Tax – Franchise tax applies to or levies upon LLCs, C-corporations, & S-corporations. Sole Proprietorship & Partnerships (directly owned by individuals) are exempted from the Franchise Tax. This tax is to be paid with the office of the Comptroller of Public Accounts.
  2. Federal Tax Identification Number – An LLC with employees must obtain a Federal Tax Identification Number. Delaware does not have a separate State Tax Identification number.
  3. State Employer Taxes – If an LLC has employees on the payroll, it must pay state employer taxes in Delaware. These taxes are handled through Delaware Workforce Commission.
  4. Franchise Tax Report – In Delaware, the LLCs file the Franchise Tax Report with the Delaware Division of Revenue.

Federal Tax Classifications

When LLCs was recognized as one of the types of Business Corporations, IRS did not create a new tax classification just for the LLC. LLCs were allowed to choose from the current tax classifications.

LLC Taxes to be Paid in Delaware 

An LLC in the state of Delaware  has to pay three types of taxes to the Delaware  State Division of review:

State Income Tax

A member of an LLC in Delaware has to pay himself through the earnings. These earnings get reflected in your personal Tax return & are calculated at the time of paying the Income Tax. Standard Delaware State Income Tax rate ranging from 2.2% to 5.55% is applicable to your earnings. You get the opportunity to claim all the standard allowances & deductions upon filing the tax return.

Gross Receipts Tax

The state of Delaware does not levy any State Sales tax; instead, it charges the Gross Receipts Tax on all kinds of business entities. An LLC which is selling goods or is a service provider has to pay the tax on the “gross Receipts.” Gross receipts are all the receipts for selling goods or providing services. The Gross Receipts Tax can vary from 0.0945% to 1.9914%.

Franchise Tax

All the businesses in Delaware have to pay a tax for the privilege of doing business in Delaware. In some states, this tax is called the Privilege Tax; in Delaware, it is called the Franchise Tax. The Franchise Tax of $300 is paid to the Delaware Division of Corporations.

Federal Self-Employment  Tax

Every member or manager of the Delaware  LLC earning profit from the LLC has to pay the Federal Self-Employment Tax (also called the Social Security or Medicare Tax). The Federal Self-Employment Tax applies to all the earnings of an LLC member or manager. The Federal Self-Employment Tax rate in Delaware is 15.3%. To deduct your LLC’s expenses from the income earned, you must calculate the Self-Employment Tax your LLC owes.

Federal  Income Tax 

Like State Income Tax, this tax also applies to the earnings you make in your LLC. The Federal Income Tax Rate is subject to the earnings you make, the type of your LLC’s industry, the LLC tax bracket applicable, deductions applicable, etc. 

Employee & Employer Taxes 

Any LLC with employees on the payroll has to pay different kinds of taxes that apply to all the employees. The Employee & employer tax implications are different from all the other types mentioned above. For Example, All employees of an LLC have to collect and withhold the Payroll tax at the time of receiving the salary. Irrespective of whether you withhold the Federal Tax or not, each employee has to file an individual Tax return.

Default LLC Tax Classification Rules

By default, the LLCs are categorized as below (In both the categories, separate filing of income is not required):

Disregarded Entity (Single-Member LLC)  

A single-member LLC is usually disregarded from the taxes. Hence a single-member LLC is also called a disregarded entity. Under the U.S. tax law, it is assumed that a single-member LLC is owned by an individual (& not by another LLC), so the U.S. tax law levies rules on it as a Sole Proprietor. Single-member LLC’s owner (Sole Proprietor) has to report all the income of the LLC via his own income tax return.

Sole Proprietorship Taxes

As mentioned earlier, the single owner of the LLC is treated as the Sole proprietor of the LLC & has to file the Self-Employment Tax on all of the LLC’s earnings. Delaware does not levy State Income Tax, so a single-member LLC must file only the Federal Income Tax.

Partnership (Multi-Member LLC)

Any LLC with more than one owner is referred to as Multi- Member LLC & it is taxed as a partnership by default. Similar to the Single Owner or Single Member LLC, this LLC is also a pass-through entity. This means that the income of the LLC passes through the income of the members & they have to file taxes through their own earnings.

Partnership Taxes

Partnership or Multi-Member LLC has to pay taxes similar to the Single Member LLC. If the Partnership LLC is directly owned by individuals, it is exempted from the Franchise Tax. All the members of the Multi-Member LLC are liable to pay Self-Employment Tax & Federal Income Tax.

Options to Change Default Tax Classification

The LLCs are categorized either as sole proprietorships or as partnerships, depending on the number of members the LLC has. This is the default tax classification applicable to LLCs. However, the LLCs have an option of changing the default classification & opting to register under the following categories for taxation purposes:

C-Corporation

An LLC can prefer to be treated as a C-corporation by filing form 8832 (the Entity Classification Election Form) with the IRS. The C-corporation is a regular corporation that is subject to corporate taxes & it is not a pass-through entity. 

C-corporation Taxes

An LLC taxed as a C-Corporation is not a pass-through entity. In a C-corporation, the members/shareholders/ owners are taxed separately. The shareholders of the C-corporation are taxed twice on the dividends that they earn. The dividends of the shareholders are taxed at the corporate level – with a Corporate Tax filed with Form 1120 & at a Shareholder level – an Income Tax filed with Form 1040. Shareholders are subjected to Federal Income Tax.

S-Corporation

The S-Corporation is the most common type of corporate structure used by small businesses. It was created to provide corporations with limited liability protection while maintaining the benefits of being a separate legal entity. An LLC can prefer to be treated as S-Corporation by filing Form 2553. S-corporations are small business corporations, that choose to pass through the corporate income, losses, deductions, & credits to the shareholders for the purposes of Federal Taxes.

S-corporation Taxes

An S-Corporation is similar to an LLC except that it is treated by the IRS as a corporation for tax purposes. S-Corps do pay corporate income taxes; however, they are still considered disregarded entities for federal tax purposes.

Like an LLC, an S-Corp reports its annual earnings on a separate Schedule E on the member’s personal account. An S-Corp is treated by the IRS much like a partnership for tax purposes. Unlike Partnership, in S Corporation,  the shareholders are required to pay Federal Self Income tax on their share of the company’s profits.

Choosing a Classification for Your LLC

In terms of owners’ protection against liability, perpetual existence, & savings in Taxation, Both LLCs (Limited Liability Companies) & Corporations are very much alike. However, with regard to formalities, Taxation, & capital, LLCs & Corporations differ in Delaware. 

Liabilities

Both LLCs and Corporations provide liability protection to their owners. The LLC provides protection against inside liability (towards the employee) & outside liability (towards the creditor). The Corporation usually provides only the inside liability. 

Tax Classification Flexibility

For taxation purposes, an LLC has a choice of being treated as a sole proprietorship, Partnership or C-corporation, or S-corporation. A corporation can choose to be treated only as C or S Corporation.

Taxation

As mentioned earlier, the LLC can choose to be treated as a corporation; the Corporation does not have the option of being treated as the LLC. A Delaware LLC is subjected to Franchise tax, Federal Income Tax, Sales & Use Taxes & State Employment Taxes (for LLCs that have employees)

A regular corporation or a C- Corporation is subjected to corporate tax, which can be filed through Form 1120 every year. The shareholders have to pay the Income-tax, only when they receive dividends from the Corporation. These dividends are taxed twice at the corporate level (on a corporate form)& at the shareholder level (on shareholder form).

An S- Corporation in LLC is not subjected to corporate taxes. But the shareholders are subjected to Taxation – even if they do not receive any dividends. A member of a Delaware S-corporation has to pay Federal Self employment Tax only on his salary; any other profits that he makes through the LLC are not subject to the 15.3% Self Employment Tax.

Classification of LLC Taxes – At a Glance

Points of Difference             LLCS- CorporationC-CorporationSole Proprietorship 
TaxationAs an LLC, by default, there is no tax levied at the entity level. The members’ income or even the loss is passed through to members or owners.  Similar to LLC, no tax is levied on an S-Corporation at the entity level. The members’ income or even the loss is passed through to members or owners.  The C-Corporation is often taxed at the entity level. The Dividends are taxed at the shareholders’ level.The Sole- proprietorship as an entity is not taxable. The Sole Proprietor pays taxes as an Individual.
Double TaxationThe LLC does not have Double TaxationThere is no Double Taxation in S-Corporation There is Double Taxation in C-Corporation, only when the Shareholders earn in the form of dividends.No Double Taxation in a sole proprietorship.
Self Employment TaxThe net income of the members or owners is subject to self-employment tax. The salaries of the shareholder are subject to self-employment tax, but any other profits that the shareholder makes are not subject to the employment tax.The C-Corporation is subject to self-employment tax.The Sole-proprietorship is subject to self-employment tax
Pass-Through Income/LossAn LLC is often referred to as a Pass-through entity because its income passes through/ passes to its members. Yes, An S Corporation is a Pass-through Entity.No, A C-Corporation is not a Pass-through Entity.Yes, A Sole-proprietorship is a Pass-through Entity.

How Do LLCs Pay Taxes in Delaware

Any LLC operating in Delaware is liable to pay 2 kinds of taxes- state taxes as well as federal taxes.

In Delaware, LLCs must pay tax on the gross receipts of their business. The rate varies based on the type of business entity and the filing status. However, most of them must pay a minimum of $300 per year. If you are unsure of the amount you should pay, you can contact the Division of Revenue.

Delaware follows federal taxation rules. Residents of the state file Form 200-01 and non-residents file Form 200-02. Multi-Member LLCs are taxed like Partnerships, and they must file a Form 300 and DE Schedule K-1 with the State. In addition, Delaware does not impose a state sales tax, making the taxation process easier.

Delaware LLCs must keep accounting records that show the transactions of the company. They may maintain their books in Delaware or elsewhere. If they don’t, a $200 penalty is assessed plus 1.5% interest per month. If you fail to pay the tax by the due date, you’ll lose the right to conduct business and invest in the state. LLCs in Delaware may also be taxed as a C Corporation with the IRS. As such, you will need an EIN (Executive Incorporation Number) to open a business bank account.

When you’re deciding whether to form an LLC in Delaware, you should take the time to read about the process. The process is relatively easy, and many Delaware LLCs choose this business structure because of its benefits. Besides, the state’s tax code is very favorable for businesses. You’ll also need to apply for a business license, which costs $50.

The most common type of taxation for Delaware LLCs is partnership taxation. This taxation method does not subject LLCs to federal taxation, but the members declare their distributive share of LLC income, which they pay using their own personal income tax return. The tax rate for these LLCs varies depending on the nature of the income.

A Delaware LLC that is subject to S-Corp taxation can engage in various tax planning techniques. For example, it can claim a 20% qualified business income deduction. By doing this, Delaware LLCs that are subject to S-Corp taxation do not have to pay federal income taxes.

A Delaware LLC must have a registered agent in the state for service of process. The agent can be an individual or a business entity. The registered agent must have a physical address in Delaware. A Delaware LLC is not required to hold regular meetings of its members. Alternatively, an LLC can continue in another state, or even be operated by a foreign company.

Delaware has a separate court system for corporate litigation. The Court of Chancery adjudicates disputes between corporate entities. Delaware corporate laws are frequently influenced by decisions made by the United States Supreme Court. The Delaware State Bar Association also regularly reviews these laws. The state’s favorable corporate law laws make Delaware an ideal business jurisdiction for incorporating a company.

FAQ

Which Type of Corporation has double taxation?

C-Corporation. It taxes the dividends of the shareholders at the corporate level as well as at an individual level.

Why is an LLC called a pass-through business entity?

An LLC is often referred to as the pass-through entity because the income or the assets pass through the members or owners of the LLC.

What is the default classification of the LLC?

The LLCs have two default classifications. It can be termed as a single-member LLC or a multi-member LLC.

What should be taken into consideration while changing the default classification of the LLC?

When choosing a different classification for taxation, it is essential to understand the liabilities & taxes applicable in that classification.

In Conclusion

Every Tax classification has its own set of benefits & restrictions. Every state will have different taxation rules for each of the categories of business corporations. Depending on the objective of formation of the business entity (Eg. To avoid dual Taxation- one can choose S Corporation, for more flexibility, one can choose the LLC format). It is essential to understand the taxing structure of each country & each Classification; to decide how you wish to treat your LLC.

1 thought on “Delaware LLC Tax Structure – Classification of LLC Taxes To Be Paid”

  1. Buenas noches: quiero formar una LLC en Delaware con un propietario único no residente. Es venezolano y reside en Venezuela, donde paga todos sus impuestos. Necesito conocer todos los gastos para operar esta LLC en Delaware: Service fee, government fee, Bank referral, EIN registration, company seal, virtual office & others. Si me lo pueden informar por esta vía se los agradezco

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