Do You Need an LLC to Do Wholesale Real Estate?

Many new business owners choose to form a limited liability company (LLC) because it’s an entity type that offers significant benefits. For example, if you’re considering getting into wholesale real estate, you can make your business an LLC or just about any other business entity. 

You’re the boss, so the choice is yours. What matters is that you make an informed decision. Lucky for you, this guide contains all the information you need about LLCs, other business entities, and wholesale real estate. 

What Is an LLC?

Also, an LLC is a “pass-through entity” in taxes, meaning that the LLC itself is not taxed. Instead, income passes through the company to the LLC owners or members, who report it on their tax returns. 

LLCs also offer flexibility in management, as there are few requirements regarding organizational structure. 

Real Estate Wholesaling – What Is It?

Real estate wholesaling is a strategy in which the wholesaler contracts with the seller of a home, usually a distressed home, to sell the house at a specific price. The wholesaler then seeks a buyer willing to purchase the home for more than the agreed-upon purchase price and pockets the difference. 

Wholesalers have minimal out-of-pocket costs, so they invest in real estate without investing their cash. 

What Are My Other Entity Options? 

Sole Proprietorship

If you’ve already started your wholesale real estate business without forming a business entity, you’re by default operating as a sole proprietorship if you’re the only business owner. Sole proprietorships do not require registration with the state. 

In the case of a sole proprietorship, the business’s income passes through to the owner, just like in an LLC, and is reported on the owner’s tax return.

The key difference between an LLC and a sole proprietorship is that a sole proprietorship does not provide the owner with personal liability protection. If you’re a sole proprietor, you and the business are legally considered the same. 

Thus, if the business has debt or is sued, you’re personally liable for the obligations of the business. This puts your assets, including your home, at risk. 

Corporation

A corporation is a bit more complex, with more formal requirements. It must have a board of directors, which is responsible for the implementation of the company’s business plan. 

Shareholders rather than members own a corporation. The ownership is in the form of shares of common stock. Shareholders have ownership of the company but no financial obligations, though they share in the profits. 

Unlike an LLC, a corporation pays taxes on profits. However, shareholders also pay taxes on the dividends they receive, often called double taxation. 

Benefits of an LLC

Let’s discuss the specific benefits of an LLC.

1. Simplicity of Administration

LLCs are easier and less expensive to form than a corporation. Unlike corporations, LLCs are not required to have a board of directors or hold annual meetings. LLCs do, in most states, have to file annual reports. Corporations are more complicated.

2. Control

In an LLC, the members do not have to answer to anyone. They ultimately control the company and can structure the management in any way they choose. In a corporation, on the other hand, managers answer to the board of directors, which has overriding decision-making power. 

3. Limited Personal Liability

In LLCs and corporations, owners are considered separate entities from the business, so both structures offer personal liability protection. However, in a few instances, owners do have personal liability. For example, if an owner personally guarantees a bank loan, which is common, they’re liable for that debt. 

In a sole proprietorship, on the other hand, as mentioned above, the business owner and the business are considered the same, so the owner is personally responsible for all obligations of the business.

4. Taxes

LLCs are pass-through entities, which means income passes through to the member or members. If the LLC has only one member, it’s taxed as a sole proprietorship. If the LLC has more than one member, it’s taxed as a partnership. 

However, LLCs are unique because they can elect to be taxed as a corporation if the members decide it makes financial sense. This is done by filing an election form with the IRS. In addition, you can choose to be taxed as a C-Corp or an S-Corp.

For corporations, the business income is taxed at the current rate for corporations (21% as of late 2022), which is lower than the usual individual taxpayer rate. But remember that corporation shareholders must also pay taxes on their distributions. 

However, members are subject to self-employment tax in an LLC that is taxed by default as a sole proprietorship or partnership. Once such LLC switches to being taxed as a corporation, self-employment taxes no longer apply. 

Similarly, self-employment taxes do not apply to members with S-Corp status, which is the main advantage of electing S-Corp status. 

With S-Corp status, members are generally paid as company employees, which means more accounting and payroll expenses. Therefore, S-Corp status is only beneficial when the self-employment tax savings exceed those additional expenses. 

5. Profit Sharing Flexibility

Most businesses, no matter the entity type, split profits based on owners’ capital contributions. Corporations pay dividends based on the ownership percentage of the shareholders. 

With an LLC, on the other hand, owners can specify in the operating agreement any profit-sharing plan they choose. As a result, one member can take a share of profits greater than their ownership interest, while other owners take less. This may be based on the fact that one member is more involved in day-to-day operations.

6. Credibility

If you have a sole proprietorship, your name is the legal business name. However, an LLC allows you to choose your business name, lending greater legitimacy. 

In Closing

As you can see, many reasons entrepreneurs choose to form an LLC exist. It’s much simpler to form and manage and offers liability protection and flexibility on management, taxes, and profit sharing. 

If you’re still unsure whether an LLC is right for you, consult an attorney and tax advisor. It’s best to take your time and choose the option that gives your business the best chance of success.