US company formation: choosing your entity and your state
Guide · 1 min read
LLC vs sole proprietorship: when incorporating pays off
A sole proprietorship is what you already are if you have earned money without forming anything. Here is what changes when you form.
The short answer
A sole proprietorship is an unincorporated business with no legal separation between owner and business, so the owner is personally liable for all business debts. An LLC creates that separation. Neither changes your tax rate by default — the difference is liability, credibility and access to business banking.
| Sole proprietorship | LLC | |
|---|---|---|
| Formation required | None — it is the default | State filing |
| Personal liability | Unlimited | Limited to the business |
| Cost to start | $0 | $50–$500 |
| Annual cost | $0 | $0–$300 plus registered agent |
| Default tax treatment | Personal return | Identical for a single member |
| Business bank account | Harder, often needs a DBA | Straightforward |
| Credibility with clients | Lower | Higher |
The points where it stops being optional
- You hold inventory or ship a physical product. Product liability lands on you personally without an entity.
- You sign contracts with real liability caps. Counterparties increasingly want to contract with an entity.
- You have a partner. Ownership needs to exist somewhere in writing.
- You need business banking or payment processing that will not onboard an individual.
- Revenue is large enough that mixing it with personal finances is genuinely painful at tax time.
Frequently asked questions
- Does an LLC reduce my taxes?
- Not by default. A single-member LLC is disregarded for federal income tax, so the profit is taxed to you exactly as it would be as a sole proprietor. Tax savings come from elections such as S-Corp treatment, which are available once profit is high enough to justify the added cost.
- Can I open a business bank account as a sole proprietor?
- Some institutions allow it, often requiring a DBA registration, but options are narrower and payment processors increasingly expect a registered entity. This is one of the practical frictions that pushes people to form.
- What if I already started as a sole proprietor?
- That is the normal path. Form the LLC when it starts mattering, move the business into it cleanly, and keep the accounting periods separate. There is no penalty for having operated as a sole proprietor first.
Sources
Last reviewed . Verify against the primary source before acting.
More in US company formation: choosing your entity and your state
- LLC vs C-Corp: which entity should you actually choose?
- Best state to form an LLC: a decision framework, not a ranking
- How much does an LLC really cost? Every fee, first year and after
- How to dissolve a US LLC without leaving tax liability behind