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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 doesn't address state law governing the formation, operation, or termination of limited liability companies. This publication doesn't address any state taxes.

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We welcome your comments about this publication and your suggestions for future editions.
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Internal Revenue Service
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Although we cannot respond individually to each comment received, we do appreciate your feedback and will consider your comments as we revise our tax products.
Ordering forms and publications.(p2)
Visit to download forms and publications. Otherwise, you can go to to order current and prior-year forms and instructions. Your order should arrive within 10 business days.
Tax questions.(p2)
If you have a tax question not answered by this publication, check and How To Get Tax Help at the end of this publication.


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 Tax Help 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. 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.