C-Corp vs. LLC for Search Fund Structure?

June 30, 2025
by a searcher from The University of Arizona - Eller College of Management in Phoenix, AZ, USA
I’m in the process of finalizing the legal structure for my search fund and would appreciate input from investors and operators who have weighed this decision firsthand.
I’m leaning toward a C-Corp structure given the potential QSBS benefits—particularly as I plan to pursue acquisitive growth and a 5+ year hold. However, I’m conscious of the downside of double taxation, especially if I intend to distribute earnings along the way.
An LLC would offer pass-through efficiency and greater flexibility in returning capital during the hold period, but it comes with tradeoffs—namely the loss of QSBS eligibility and some administrative complexity around capital accounts and distributions.
For those who’ve made this decision:
How did you weigh interim tax efficiency against long-term QSBS potential?
Have your investors had strong preferences one way or another?
For those who chose C-Corp, did you simply plan to reinvest earnings and avoid dividends altogether?
Open to any perspectives—especially from those who’ve seen the implications play out over time.
from Harvard University in 150 Washington Ave #201, Santa Fe, NM 87501, USA
from Indiana University, Bloomington/Indianapolis in Chicago, IL, USA