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Publication 3402

Taxation of Limited Liability Companies



Photographs of missing children.(p1)
The Internal Revenue Service is a proud partner with the National Center for Missing and Exploited Children. Photographs of missing children selected by the Center may appear in this publication on pages that would otherwise be blank. You can help bring these children home by looking at the photographs and calling 1-800-THE-LOST (1-800-843-5678) if you recognize a child.


This publication provides federal income, employment, and excise tax information for limited liability companies. This publication does not address state law governing the formation, operation, or termination of limited liability companies. This publication does not address any state taxes.

Comments and suggestions.(p1)

We welcome your comments about this publication and your suggestions for future editions.
You can write to us at the following address:

Internal Revenue Service
Business Forms and Publications Branch
1111 Constitution Ave. NW, IR–6526
Washington, DC 20224

We respond to many letters by telephone. Therefore, it would be helpful if you would include your daytime phone number, including the area code, in your correspondence.
You can email us at * (The asterisk must be included in the address.) Please put "Publications Comment" on the subject line. Although we cannot respond individually to each email, we do appreciate your feedback and will consider your comments as we revise our tax products.
Ordering forms and publications.(p1)
Visit to download forms and publications, call 1-800-829-3676, or write to the address below and receive a response within 10 days after your request is received.

Internal Revenue Service
1201 N. Mitsubishi Motorway
Bloomington, IL 61705-6613

Tax questions.(p2)
If you have a tax question, check the information available on or call 1-800-829-1040. We cannot answer tax questions sent to either of the above addresses.


Useful items

You may want to see:

 15 (Circular E), Employer's Tax Guide
 334 Tax Guide for Small Business
 505 Tax Withholding and Estimated Tax
 535 Business Expenses
 541 Partnerships
 542 Corporations
 544 Sales and Other Dispositions of Assets
 583 Starting a Business and Keeping Records
 925 Passive Activity and At-Risk Rules
Form (and Instructions)
 1065: U.S. Return of Partnership Income
 1120: U.S. Corporation Income Tax Return
 1120S: U.S. Income Tax Return for an S Corporation
 2553: Election by a Small Business Corporation
 8832: Entity Classification Election
See How To Get More Information near the end of this publication for information about getting publications and forms.

What is a Limited Liability Company?(p2)

For purposes of this publication, a limited liability company (LLC) is a business entity organized in the United States under state law. Unlike a partnership, all of the members of an LLC have limited personal liability for its debts. An LLC may be classified for federal income tax purposes as a partnership, corporation, or an entity disregarded as separate from its owner by applying the rules in Regulations section 301.7701-3.
The information in this publication applies to LLCs in general, and different rules may apply to special situations, including banks, insurance companies, or nonprofit organizations that are LLCs or that own LLCs. Check your state's requirements and the federal tax regulations for further information.