Do you need an LLC for dropshipping?

If you’re considering starting a dropshipping business, you might be wondering whether forming a limited liability company (LLC) is necessary or beneficial. In this guide, we’ll explore the key considerations and advantages of forming an LLC for dropshipping.

Forming an LLC for your dropshipping business can offer several benefits that provide protection and structure to your operations. One of the primary advantages of forming an LLC is the limited liability protection it provides. By establishing your dropshipping business as an LLC, you can separate your personal assets from the liabilities of your business. An LLC structure also helps enhance your professionalism and credibility in the eyes of suppliers, customers, and partners. Last but not least, forming an LLC gives you flexibility in how your business is taxed, letting you pick the structure that’s best for you.

Throughout this guide, we’ll provide you with step-by-step instructions and valuable insights on how to form an LLC for your dropshipping business. Whether you’re new to dropshipping or looking to formalize your existing operations, forming an LLC can be a crucial step toward building a successful and sustainable dropshipping business.

What is an LLC?

LLCs are formal legal entities that are typically taxed similarly to sole proprietorships and general partnerships, in that the owners include any company profits or losses in their personal returns — the LLC itself does not owe income taxes. An LLC may also elect to be taxed like a corporation, although this is not as common.There are similarities to corporations, too, especially when it comes to financial responsibilities. In an LLC, the owners (called “members” in an LLC) are not usually personally accountable for the financial status of the business. This means that if someone sues your LLC, your personal assets are not at risk in most cases. For more information see our LLC definition page.

Why Starting an LLC for an Amazon Dropshipping Business Is Important

Personal Asset Protection

The top reason to form an LLC for an Amazon dropshipping business is to gain access to the personal asset protection provided by this business structure. Whether you sell a large volume of products on Amazon or you’re just doing it as a part-time side gig, you need the limited liability protections that an LLC can provide.

For example, let’s say that someone buys one of your products, and they feel that they’ve received a faulty or inauthentic item. If they think you’ve ripped them off by selling them a knock-off product, you could have a lawsuit coming your way. If you operate your dropshipping business as a sole proprietorship, your personal assets — like your house, car, or personal bank accounts — would be at risk if you are sued.

On the other hand, if you form an LLC for your Amazon dropshipping business before you make your first sale, and you operate and maintain that LLC in a compliant fashion, the scope of the lawsuit will be limited to your business assets. In other words, you have personal liability protection thanks to the business structure you’ve chosen.


Tax benefits are also essential to consider when thinking about forming an LLC. The LLC actually provides its owners with a selection of options regarding how they want the business to be taxed, which can save you a considerable amount of money compared to simply operating as an informal business entity.

Sole Proprietorship/General Partnership

Your dropshipping LLC can be taxed as a sole proprietorship (for single-member LLCs) or general partnership (for multi-member LLCs), which is the default option. With this tax structure, your Amazon selling business itself does not pay taxes, but rather the profits are passed through the business entity and your owners pay taxes on that money when they file their own personal taxes.

C Corporation

You can also choose for your Amazon dropshipping business to be taxed as a C corporation (the default form of corporation), although this option isn’t very popular because it subjects your business to what’s known as double taxation — meaning that your profits are taxed first on the corporate level and again on the personal level when they’re distributed to your owners.

S Corporation

The other option is S corporation taxation. There are quite a few limitations to electing S corp taxation, but most U.S.-based dropshipping businesses have no trouble meeting these requirements — your business cannot have more than 100 owners, they all must be either residents or citizens of the United States, and so on.

S corp taxation can help your Amazon dropshipping business save money by reducing your self-employment tax burden. Instead of paying self-employment taxes (a 15.3% tax that includes the employer and employee portions of Medicare and Social Security) on all of your business income, you can pay yourself and your co-owners a reasonable salary for your roles and only pay self-employment tax on that portion of your income, while you can reinvest the rest of it into your business without paying this tax.

Compared to operating a sole proprietorship or general partnership dropshipping business, the S corp taxation model can save you quite a bit of cash that you can use to buy new inventory items, rather than writing a big check to Uncle Sam.

Enhanced Credibility and Name Uniqueness

Finally, an LLC structure can enhance the credibility of your dropshipping business venture. Informal business entities don’t have exclusive assumed business names and typically operate under the personal name(s) of their owner(s). For instance, if your name is Johnny Smith and you operate a sole proprietorship for Amazon dropshipping, your company’s name is also “Johnny Smith.”

You could get a DBA if you want, but it isn’t as essential for a dropshipping business as it is for others. That’s because the public perception of dropshipping companies is often much more in line with Amazon itself than your specific dropshipping business. Still, it’s undeniable that your vendors and business clients will take you more seriously if you form a formal business structure.

How to Start an LLC for an Amazon Dropshipping Business

The formation process for LLCs varies depending on which state you’re forming one in, but in general, the process has some universal steps that need to be taken no matter what state your business is located in. If you want a detailed overview of all the steps required to form an LLC, check out our complete guide on the topic. The basic steps in the LLC formation process in any state are as follows.

1. Choose an LLC name

Coming up with the perfect name for your new LLC is an important step. You’ll need to choose a name that represents your company and describes what you do, and you’ll also have to make sure it isn’t already in use by checking your state’s business database.

2. Designate a registered agent

Your LLC’s registered agent (which can be an individual or a professional service) is responsible for receiving important document deliveries from the state — like service of process or annual report reminders — and forwarding them to you. The registered agent ensures that the state always has a reliable point of contact for your business.

3. File your formation documents with the state

The form used to create an LLC is usually called the Articles of Organization, although the name can vary (some states call it the Certificate of Formation or something similar). You’ll need to provide the state with some basic information about your business and its owners. In exchange, the state will formally create your LLC.

4. Acquire an EIN

The Employer Identification Number (EIN) is a federal tax ID number that essentially functions as a Social Security number for a business. The EIN allows your business to hire employees, pay taxes, apply for bank loans, and more. You can obtain an EIN from the Internal Revenue Service free of charge.

5. Create an LLC operating agreement

Most states don’t require operating agreements, but every LLC should have one regardless. This is an internal document that outlines several key operational aspects of your LLC. The value of the operating agreement is how it can help prevent ownership disputes down the line by clearly explaining how the LLC will be run.

6. File a BOI report

As of the beginning of 2024, LLCs are required to file a beneficial ownership information report, or BOI report. This report, filed with the Financial Crimes Enforcement Network (FinCEN), details some information about your beneficial owners. A “beneficial owner” is anyone who gets significant economic benefit from the LLC or exerts significant control over it. Filing the report is free. 

7. Create a financial infrastructure

You will need a business bank account for your LLC to clearly separate your personal and business finances, and you’ll probably want a business credit card for work-related expenses as well. It’s also a good idea to use accounting software like ZenBusiness Money or QuickBooks or even hire an accountant to handle your bookkeeping for you.

8. Handle taxes, licenses, and permits

Depending on your state, you may need a general business license to operate your LLC in compliance with state requirements. For an Amazon dropshipper, whether you need any additional licenses or permits largely depends on the types of products you sell. You might not need any industry-specific licenses, but if you sell goods that are regulated by the government, you may require licensure. Don’t forget to check with your state to see if there are franchise or privilege taxes assessed on LLCs, and also see if your municipal and/or county government entities have any further licensing requirements.

9. Understand maintenance requirements (annual reports, franchise taxes, etc.)

Be sure you understand maintenance requirements like annual reports, franchise taxes, and so on. Again, these requirements can vary by state, but most states require some sort of regular report to ensure that your LLC’s info is up to date in the state’s business database. Some states require reports each year, while others only require them biennially or not at all. No matter what your state requires, you’ll need to stay on top of it to keep your LLC in good standing.

Additional Resources for Starting an Amazon Dropshipping Business

1. Shopify’s Ultimate Guide to Dropshipping

Few businesses know more about online retailing than Shopify, and their “Ultimate Guide to Dropshipping” lives up to its name. Their guide is split up into eight chapters ranging from advice about supply chains and wholesalers to maximizing profit and evaluating sales channels. If you’re starting a dropshipping business, give this guide a long look.

2. AMZFinder

AMZFinder’s Amazon-specific dropshipping guide includes a wealth of information from starting your business to finding the right suppliers. In addition to information about Amazon dropshipping in the United States, AMZFinder also includes information for sellers in the United Kingdom.

3. JungleScout

JungleScout also has an impressively thorough guide to dropshipping on Amazon. They have specific sections on different aspects of dropshipping, including print-on-demand dropshipping, how to find products with low competition and high demand, and more.

4. SaleHoo

SaleHoo’s Amazon dropshipping guide focuses on the benefits of offering free shipping through Amazon Prime for your dropshipped products. Taking advantage of Amazon Prime’s capabilities for your dropshipping business isn’t as cut and dried as it might seem, so reading through SaleHoo’s advice is highly recommended if you’re thinking about becoming a Prime seller.

5. CrazyLister’s Dropshipping Secrets

This blog post goes into a tremendous amount of detail regarding one dropshipper’s journey from making his first sale to crossing the $4.5 million sales threshold. We recommend reading through this post to get an idea of how you can successfully grow your own Amazon dropshipping business from a small individual effort to a large worldwide sales operation.

Try ZenBusiness for Forming Your Amazon Dropshipping LLC

Starting a dropshipping business can feel like a busy, stressful time, but you don’t have to do everything alone. Here at ZenBusiness, we specialize in the “red tape” side of business. Whether you need help starting your LLC, managing your finances with a streamlined Money app, or anything in between, we can help. Let us handle the paperwork so you can focus on what you love: creating a seamless online shopping experience.

Amazon Dropshipping LLC FAQs

  • There are several potential liability issues for an Amazon dropshipper. First off, if you sell any knock-off or counterfeit products, your customers could sue you for false advertising. In addition, if you purchase your goods from countries with lax manufacturing regulations, you could end up with poor-quality products that don’t meet the standards your customers expect.

    Furthermore, while not an issue that would likely lead to litigation, if you take part in arbitrage, Amazon will ban your business from its platform. Arbitrage is the practice of purchasing discounted items from retail stores and selling them for full price through other outlets. Amazon strictly prohibits this practice.

  • Everyone’s situation is different, and we’re not here to provide legal advice. That said, the limited liability company has some concrete advantages over the corporation that make it the preferred option for most small businesses.

    Corporations tend to have more complex formation and maintenance requirements, and they don’t have the taxation advantages of an LLC. The corporation has some advantages of its own (for example, it’s easier to attract investors to a corporation) that make it worth a look, but the LLC is a simpler and more flexible business structure.

  • Yes. Every state allows entrepreneurs to serve as their own registered agents. However, while the role of the registered agent can seem like that of an unnecessary middleman, there is more complexity to this position than some people realize. For instance, you would need to be present and available at your business location during all standard business hours. That can be problematic for many small business owners.

  • The do-it-yourself route is always an option for LLC formation. However, LLC services are so affordable that there’s really no good reason not to use one these days. In addition, some of these companies often throw in free bonus features that make them an even better bargain.

  • Some people like to form their LLCs in states with favorable legal settings. For instance, Delaware is often seen as the most business-friendly state, as it has an entire court system that’s dedicated solely to business matters. As for Wyoming, this state has some of the most generous anonymity laws for LLC ownership.

    However, for most people, the best option is to form their business in their home state. Forming in a different state can be a tremendous hassle, and it can also add unnecessary complexity to tax issues, such as determining your sales tax nexus.

  • The costs of LLC formation can vary quite a bit depending on which state you’re forming one in. For information about LLC formation costs in your specific state, take a look at our guide to state-by-state expenses.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness

Start your Amazon Dropshipping LLC