If you're earning passive income—from digital products, affiliate marketing, crypto staking, or e‑commerce—your choice of business structure can save you thousands in taxes or cost you dearly. In 2026, with self‑employment tax still at 15.3% and state fees rising, the difference between a sole proprietorship, an LLC, and an S‑Corp can be as much as $10,000+ per year at higher income levels.
This guide breaks down exactly how each structure works, when you should switch, and provides real‑world tax comparisons at $30K, $100K, and $250K annual income. No fluff—just the numbers you need to make an informed decision.
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📋 Table of Contents
- 1. Why Your Business Structure Matters
- 2. Structure Comparison at a Glance
- 3. Sole Proprietor: Simplest, But Costly at High Income
- 4. LLC: Flexibility & Credibility
- 5. S‑Corp: The Tax Saver (With Strings Attached)
- 6. When to Switch: $30K, $100K, $250K Comparison
- 7. State‑by‑State Costs & Considerations
- 8. Step‑by‑Step: Forming an LLC & Electing S‑Corp
- 9. Common Mistakes & How to Avoid Them
- 10. Frequently Asked Questions
1. Why Your Business Structure Matters
Your business structure determines:
- Liability protection: Will your personal assets be at risk if you're sued?
- Tax treatment: How much of your income goes to self‑employment tax, income tax, and how you can deduct expenses.
- Administrative burden: Ongoing paperwork, state filings, and costs.
For most passive income earners, the choice comes down to three options: Sole Proprietorship, LLC (single‑member or multi‑member), and S Corporation. Each has a different impact on your bottom line.
2. Structure Comparison at a Glance
| Feature | Sole Proprietor | LLC (Single‑Member) | S Corporation |
|---|---|---|---|
| Liability Protection | ❌ None (personal assets at risk) | ✅ Yes (separates business from personal) | ✅ Yes (same as LLC) |
| Self‑Employment Tax (15.3%) | On 100% of net income | On 100% of net income (default) | Only on reasonable salary; remainder as distributions (no SE tax) |
| Formation Cost | $0 | $100–$800 (state filing fees) | LLC cost + S‑Corp election fee (varies) |
| Annual State Fees | $0 | $0–$800 (franchise tax, annual report) | Same as LLC + possible additional fees |
| Complexity | Very low | Low to moderate | High (payroll, strict compliance) |
3. Sole Proprietor: Simplest, But Costly at High Income
If you haven't formally registered a business, you're automatically a sole proprietor. It's the easiest way to start—no paperwork, no fees. You report your income on Schedule C of your personal tax return.
📌 Tax Reality
All of your net income is subject to self‑employment tax (15.3%) plus ordinary income tax. For a sole proprietor earning $100,000, the SE tax alone is about $14,130. There's no way to reduce it.
Best for: Earners under ~$30K–$40K who want simplicity and minimal costs. Once you exceed that, the tax savings of an LLC or S‑Corp usually outweigh the formation costs.
4. LLC: Flexibility & Credibility
A Limited Liability Company (LLC) provides personal asset protection and is relatively easy to set up. By default, a single‑member LLC is taxed as a sole proprietorship (disregarded entity). But you can elect to be taxed as an S‑Corp later.
LLC Tax Flexibility
Tax StrategyAs an LLC, you can choose how you're taxed: sole proprietor (default), partnership (if multiple members), C‑Corp, or S‑Corp. This lets you start as a simple pass‑through and later switch to S‑Corp when your income justifies the extra work.
Annual costs: Many states charge an annual report fee (e.g., $800 in California, $300 in NY, $50 in Wyoming). Factor that into your decision.
5. S‑Corp: The Tax Saver (With Strings Attached)
An S‑Corporation is not a business structure per se—it's a tax election. You first form an LLC or corporation, then file Form 2553 with the IRS to be treated as an S‑Corp.
The big advantage: you can split your income into salary (subject to payroll tax) and distributions (not subject to self‑employment tax). By taking a "reasonable salary" and the rest as distributions, you save the 15.3% SE tax on the distribution portion.
💰 Example Savings at $100K
As a sole proprietor: SE tax = $14,130. As an S‑Corp with a $50K salary: payroll tax (employer + employee) ≈ $7,650, distributions $50K = $0 SE tax. Net SE tax savings ≈ $6,480. After accounting for payroll service costs (~$1,000–$2,000), you still save thousands.
However, S‑Corps require filing a separate corporate tax return (Form 1120‑S), running payroll, and adhering to strict deadlines. The IRS scrutinizes unreasonable salaries—you can't pay yourself $0 salary and take all distributions.
Best for: Earners consistently above $60K–$80K who are willing to handle extra paperwork.
6. When to Switch: $30K, $100K, $250K Comparison
Let's look at real numbers for a single filer in a state with no income tax (for simplicity). We assume a flat 22% federal income tax bracket for the $100K example, and 24% for $250K.
📊 Annual Tax Comparison (Estimates)
📊 $100,000 Income
📊 $250,000 Income
These numbers illustrate why many entrepreneurs switch to S‑Corp once they cross the $60K–$80K threshold. At $250K, the savings are substantial enough to cover any administrative hassle.
7. State‑by‑State Costs & Considerations
Your location dramatically affects the math. Some states have no annual LLC fees; others are expensive.
| State | LLC Formation Fee | Annual Fee / Franchise Tax | S‑Corp Additional Costs |
|---|---|---|---|
| California | $70 | $800 minimum | Same + $800 |
| Texas | $300 | $0 (no income tax, but franchise tax based on revenue) | Same |
| New York | $200 | $9–$4,500 (based on income) | Additional publication fees |
| Florida | $125 | $138.75 | Same |
| Wyoming | $100 | $60 (or $50 for online filing) | Very low |
| Delaware | $90 | $300 franchise tax | High for non‑residents |
If you live in a high‑fee state like California, the $800 annual tax cuts into your S‑Corp savings—but you may still come out ahead at higher income levels.
8. Step‑by‑Step: Forming an LLC & Electing S‑Corp
- Choose your state: Usually your home state is easiest, but some remote entrepreneurs use Wyoming or Delaware for privacy.
- File Articles of Organization: Submit to the Secretary of State, pay the fee.
- Get an EIN: Free from IRS.gov.
- Create an Operating Agreement: Even for single‑member LLC, it's good practice.
- Elect S‑Corp status: File Form 2553 within 75 days of formation or by March 15 of the year you want it effective.
- Set up payroll: Use a service like Gusto, ADP, or Paychex. Run payroll at least quarterly.
- File Form 1120‑S annually: Due March 15 (extended to Sept 15).
9. Common Mistakes & How to Avoid Them
⚠️ Top S‑Corp Mistakes
- Unreasonable salary: Paying $0 or too little can trigger IRS audits and back taxes. Research comparable salaries for your role.
- Missing payroll filings: Late payroll taxes bring steep penalties.
- Not holding meetings: S‑Corps require corporate formalities (minutes, resolutions).
- Commingling funds: Always keep business and personal accounts separate.
✅ LLC Pitfalls
- Assuming an LLC alone saves on self‑employment tax (it doesn't—you need S‑Corp election).
- Not updating operating agreement when adding members.
- Forgetting annual state reports/fees.
10. Frequently Asked Questions
Probably not. The cost and paperwork aren't worth it at that level. A sole proprietorship is fine. Just get liability insurance if needed.
Yes, but passive investment income (dividends, interest) may be subject to different rules. If passive income exceeds 25% of gross receipts, the S‑Corp could face a special tax. Consult a CPA.
General rule of thumb: when your net profit exceeds $60,000–$80,000 annually, the tax savings usually outweigh the administrative costs. Run the numbers for your specific situation.
Yes, if you perform services for the company. The IRS requires you to take "reasonable compensation" for your work. Distributions are only for profits after paying a fair salary.
Yes, but you'll need to register as a foreign LLC in your home state, which means double fees. Often it's simpler to form in your home state unless privacy or specific laws are a priority.
Making the Right Choice for 2026
There's no one‑size‑fits‑all answer. Your decision should be based on:
- Your current and projected income
- Your state's fees and tax structure
- How much administrative work you're willing to handle
For most online earners, starting as a sole proprietor makes sense. Once you cross ~$40K in annual profit, form an LLC. And when you consistently exceed $60K–$80K, seriously consider electing S‑Corp status to save thousands in self‑employment tax.
Remember: tax laws change, and this is educational, not professional advice. Always consult a CPA or tax attorney before making structural changes.
🔍 Next Steps
Ready to dive deeper? Check our guides on quarterly estimated taxes and best states for LLC formation.