Forming a Service Business in California? Why an S Corporation May Be Better Than an LLC

When starting a service business in California, choosing the right business structure is crucial. While many entrepreneurs opt for a Limited Liability Company (LLC) due to its simplicity and flexibility, an S Corporation can provide several advantages for service businesses, particularly in California. In this article, we will discuss why forming an S Corporation may be a better choice than an LLC in California, considering aspects like the state’s gross receipts tax, prohibition on using LLCs in many professional fields, and potential payroll tax savings for owners of S Corporations.

Understanding the Basics of an S Corporation and an LLC

Before diving into the differences between these two business structures, it’s essential to understand the basics of each.

An S Corporation is a corporation that has elected to be treated as a pass-through entity for tax purposes. This means that the corporation’s income, deductions, and credits flow through to the shareholders, who report this information on their individual tax returns.

A Limited Liability Company (LLC) is a hybrid business structure that combines the limited liability protection of a corporation with the tax flexibility of a partnership. Like an S Corporation, an LLC is also a pass-through entity for tax purposes.

California’s Gross Receipts Tax: A Burden for LLCs

One of the primary reasons an S Corporation may be a better choice than an LLC in California is the state’s gross receipts tax. While both structures are pass-through entities for federal tax purposes, California imposes a gross receipts tax on LLCs, which can increase their tax burden. This tax is based on the total revenue generated by the LLC, regardless of the business’s expenses or profit margin. In contrast, S Corporations are not subject to this tax.

California’s Prohibition on Using LLCs in Many Professional Fields

California law prohibits using LLCs as a business structure in several professional fields, including law, medicine, architecture, and accounting. These restrictions limit the availability of the LLC structure for service professionals in these and other industries. On the other hand, S Corporations are generally allowed to operate in these fields, providing a viable alternative for professionals who wish to benefit from a pass-through entity.

Payroll Tax Savings for S Corporations

If the owners of the business will also be actively employed in the business, choosing an S Corporation over an LLC offers the potential for payroll tax savings. In an S Corporation, shareholder-employees generally receive both a salary and a share of the company’s profits, which are treated as distributions. Only the salary portion is subject to payroll taxes, while the distribution portion is not. In contrast, all income generated by an LLC is subject to self-employment taxes, which can result in a higher overall tax burden.

What About Corporate Formalities and Record-keeping?

While both business structures require adherence to certain formalities, S Corporations generally have more stringent requirements when it comes to record-keeping, annual meetings, and documentation. However, when appropriate to your circumstance, this can be ameliorated by setting up the S Corporation as a “close corporation” under California law.


In conclusion, forming a service business in California requires careful consideration of the most suitable business structure. While LLCs offer simplicity and flexibility, an S Corporation can provide several advantages for entrepreneurs in the state. Factors like California’s gross receipts tax, the prohibition on using LLCs in various professional fields, and potential payroll tax savings can make S Corporations an attractive alternative. It is a good idea to consult with a qualified attorney or tax professional to help guide your decision and ensure you make the best choice for your service business in California.