LTD vs LLC: What Is the Difference?

If you’re starting a company, you may have heard of various business structures you might choose, such as a limited liability company (LLC). You may also have seen “Ltd.” after a business name and wondered what that meant. “Ltd.” simply indicates a limited corporation, which is a corporation that offers limited liability protection. 

Category	Limited Liability Company (LLC)	Limited Company (Ltd)
Definition	An LLC is a specific form of private company that combines the characteristics of a corporation with those of a partnership or sole proprietorship.	An Ltd is a type of incorporation that limits the amount of liability undertaken by the company's shareholders.
Formation	In the U.S., an LLC is formed by filing Articles of Organization with the appropriate state entity and creating an operating agreement.	In the UK, an Ltd is formed by registering with Companies House. The company must also have articles of association and a memorandum of association.
Ownership	LLCs have members who own the company. These members can be individuals, corporations, other LLCs, or foreign entities.	Shareholders own Ltd companies. Shares can be held privately or sold to the general public in a public limited company (PLC).
Management	The control of an LLC is flexible and can be decided among the members in the operating agreement. Depending on the agreement, it can be equal among all members or designated to a specific manager or group of members.	Control of an Ltd is usually vested in the board of directors who are elected by the shareholders. Shareholders control the company through their voting rights, which are typically proportional to their share ownership.
Control	The control of an LLC is flexible and can be decided among the members in the operating agreement. Depending on the agreement, it can be equal among all members or designated to a specific manager or group of members.	Control of an Ltd is usually vested in the board of directors who are elected by the shareholders. Shareholders control the company through their voting rights, which are typically proportional to their share ownership.
Liability	Members of an LLC have limited personal liability for business debts and actions.	Shareholders of an Ltd have limited personal liability for business debts and actions. The shareholders' liability is typically limited to their investment in the company.
Taxation	LLCs in the U.S. typically benefit from pass-through taxation, where profits are only taxed once at the individual level. However, an LLC can choose to be taxed as a corporation.	Ltd companies in the UK pay Corporation Tax on their profits. Dividends distributed to shareholders are also subject to tax at the individual level.
Regulation	LLCs are primarily regulated by state law in the U.S., and the specific rules can vary significantly from state to state.	Ltd companies in the UK are regulated under the Companies Act 2006.

What is an LLC?

An LLC is an increasingly popular business structure for startups, offering liability protection for ownership and greater flexibility than a corporation, particularly in terms of taxes. The LLC itself does not pay taxes. As a “pass-through” entity, income passes through the business to the owner or owners, who report it on their personal tax returns. An LLC is created by filing paperwork with your state, and nominal fees are involved. 

An LLC offers its owner or owners, who are called members, considerable flexibility in terms of management. You can choose your management and operational structure and decide how you want to be taxed. Your LLC can have a single member or multiple members, all of whom have personal liability protection, meaning your personal assets are not at risk if you cannot pay business debts or are involved in a lawsuit.

What Is a Limited Corporation (Corporation)?

A corporation is a legal business entity that is separate from its owners. Corporations, like individuals, can enter into contracts, pay taxes, hire employees, be involved in legal action, loan or borrow money, and own assets. Corporations offer personal liability protection for their shareholders, and shareholders benefit from the profits of the corporation. 

A corporation is created when it is incorporated by a single shareholder or group of shareholders who have ownership of the corporation in the form of common stock. A corporation can be for-profit or non-profit. Shareholders pay money for the common stock but have no further financial responsibilities to the company.

A corporation must have a board of directors, which is responsible for implementing and executing the company’s business plan. The board of directors is elected by the shareholders. A corporation pays taxes on its profits, and shareholders pay taxes on their dividends, which is sometimes referred to as double taxation.

Corporations can choose to have “Ltd” after their name instead of “Inc.” or “Corp”, but they must choose one of these (or the full versions of these words). If a corporation does choose to use “Ltd”, it means that it has elected to become an S corporation. 

An S-Corp is not an entity, but a tax classification. It is a corporation or LLC that meets certain requirements and decides to be taxed as an S-Corp. As with an LLC, and unlike a corporation, with an S-Corp income passes through the business to shareholders or owners, without that income being taxed as corporate income. 

A corporation or LLC can be classified as an S-Corp if it has 100 or fewer shareholders or members. Shareholders pay taxes on their pass-through income at their personal income tax rates. S-Corp shareholders can only be individuals, specific trusts and estates, or certain types of tax-exempt organizations.

Only corporations that have elected S-Corp status can use “Ltd” in their name. An LLC that chooses S-Corp status cannot.

LTD in the United Kingdom

A private limited company, or LTD, in the UK is something different. The British LTD is very similar to the LLC business structure in the US in terms of paperwork, taxation, and management, except that it is governed by UK laws and regulations.

So, in the UK, “LTD” indicates a specific type of business structure, while in the US it indicates a type of corporation. 

LLC vs. LTD Comparison

Let’s take a closer look at the features of LLCs and US “Ltd” corporations to see how they compare.

Administration

An LLC is simple to form, requiring much less paperwork than a corporation. You only need to file articles of organization and have an operating agreement to define ownership and roles and responsibilities. There’s no annual meeting or reporting requirement, as with a corporation, and you don’t need a board of directors.

In some states, however, you do have to file an annual report for an LLC. It’s also less expensive to form an LLC. Corporations are best formed with the assistance of an attorney, which is expensive. It is a good idea, however, to have your LLC’s operating agreement reviewed by an attorney. Corporations also pay fees for their required annual filings.

Ownership

In an LLC, owners are called members, and the operating agreement defines each member’s ownership interest in the company, as well as how ownership can be transferred if a member leaves the company. If the operating agreement does not define the transfer process, or if the LLC has no operating agreement, state laws will apply. In some states, the LLC must be dissolved if a member leaves and a new one can be formed.

In a corporation, the owners are shareholders, and the number of shares they own defines the percentage of the company that they own. Shares can be easily transferred or sold, which makes a corporation much more attractive to investors. This is one of the main reasons business owners choose corporations rather than LLCs. 

Control

In an LLC, you can be the only owner and have full control of the business, just like a sole proprietorship. If you have more than one owner, you can structure the management any way you choose with your operating agreement. You don’t have to answer to a board of directors or anyone else. You have more freedom to make decisions than you do in another type of business structure, other than a sole proprietorship.

In a corporation, a board of directors provides oversight of the management of the company. Managers must answer to the board and must be accountable to the shareholders. 

Limited Personal Liability

Both LLCs and corporations are considered legal entities that are separate from the owners. In both types of entities, your personal assets are protected because you’re not personally liable for the company’s debts or legal liabilities.

There are some instances in which the owners, however, could have personal risk. For example, if you’re asked to personally guarantee a business loan, you would be personally liable for the debt.

Taxes

An LLC is considered a pass-through entity, meaning income passes through the business to the owners for tax purposes. The LLC is not a taxable entity, so all income is reported on the tax return of the owner or owners and taxed at their personal income tax rate. In the case of corporations, the corporation is taxed as are shareholder dividends, which, as mentioned above, is sometimes referred to as double taxation.

LLC owners also may be eligible for the 20% pass-through deduction that was part of the Tax Cuts and Jobs Act, meaning they can deduct up to 20% of business income. An LLC, however, can choose to be taxed as a corporation if it is deemed to be beneficial for the company.

Profit-Sharing Flexibility 

Most businesses split profits based on the capital contributions of owners. In a partnership, profits are generally divided equally. Corporations pay dividends based on the ownership share of shareholders. In an LLC, in the operating agreement, the owners can specify any profit-sharing plan that they choose.

One owner can take a percentage share of profits greater than their ownership interest, while other owners take less. This may be done in a case in which one owner is more involved in the operations of the business than others. 

Which Is Right for My Business?

LLCs are the most common business entity due to their simplicity, flexibility, and tax benefits. If you’re just starting out with a single member or just a few members, an LLC may be the right choice. However, if you’re in a high-growth industry and plan to raise money from investors, a corporation may be your best option in the long run. Investors can give you capital in exchange for shares, which is a fairly simple process. 

For small businesses, the tax benefits of an LLC are often the deciding factor, since corporations are subject to double taxation. Both LLCs and corporations offer personal liability protection, while a sole proprietorship and general partnership do not.  

In Closing

An “Ltd” in the US is simply a corporation, not an LLC, which is a very different type of business structure. LLCs offer many benefits to small businesses, while corporations also have advantages. When forming your business, it’s a good idea to consult with an attorney and tax advisor to ensure you choose the right business structure for you.