Choose a business structure for your business

Choose a business structure for your business

The business structure you choose influences everything from day-to-day operations to taxes, to how much of your personal assets are at risk. You should choose a business structure that gives you the right balance of legal protections and benefits.

Your business structure affects how much you pay in taxes, your ability to raise money, the paperwork you need to file, and your personal liability. The four most common forms for a business in the USA are sole proprietorships, partnership, corporation, and limited partnership. Laws have been passed in recent years which allowed the creation of two new types of enterprises: limited partnerships, and limited liability partnerships. These offer new benefits for certain kinds of businesses. The characteristics, advantages, and disadvantages of each are as follows:

Sole proprietorship

A sole proprietorship is easy to form and gives you complete control of your business. You’re automatically considered to be a sole proprietorship if you do business activities but don’t register as any other kind of business.

Sole proprietorships do not produce a separate business entity. This means your business assets and liabilities are not separate from your personal assets and liabilities. You can be held personally liable for the debts and obligations of the business. Sole proprietors are still able to get a trade name. It can also be hard to raise money because you can’t sell stock, and banks are hesitant to lend to sole proprietorships.

Sole proprietorships can be a good choice for low-risk businesses and owners who want to test their business idea before forming a more formal business.

Characteristics.
A proprietorship is one person doing business in his or her own name or under a fictitious name.

Advantages.
Simplicity is just one advantage. There is also no organizational expense, and no extra tax forms or reports.

Disadvantages.
The proprietor is personally liable for all debts and directly taxable, certainly a disadvantage for the proprietor, and business affairs are easily mixed with personal affairs.

Partnerships

Partnerships are the simplest structure for two or more people to own a business together. There are two common kinds of partnerships: limited partnerships (LP) and limited liability partnerships (LLP).

Limited partnerships have only one general partner with unlimited liability, and all other partners have limited liability. The partners with limited liability also tend to have limited control over the company, which is documented in a partnership agreement. Profits are passed through to personal tax returns, and the general partner — the partner without limited liability — must also pay self-employment taxes.

Limited liability partnerships are similar to limited partnerships, but give limited liability to every owner. An LLP protects each partner from debts against the partnership, they won’t be responsible for the actions of other partners.

Partnerships can be a good choice for businesses with multiple owners, professional groups (like attorneys), and groups who want to test their business idea before forming a more formal business.

Characteristics.
A general partnership involves two or more people carrying on a business together and sharing the profits and losses.

Advantages.
Partners can combine expertise and assets. A general partnership also allows liability to be spread among more persons. Also, the business can be continued after the death of a partner if bought out by a surviving partner.

Disadvantages.
Each partner is liable for acts of other partners within the scope of the business. This means that if your partner harms a customer, or signs a million-dollar credit line in the partnership name, you can be personally liable. Even if left in the business, all profits are taxable. Two more disadvantages: control is shared by all parties and the death of a partner may result in liquidation. In a general partnership, it is often hard to get rid of a bad partner

Limited liability company (LLC)

An LLC lets you take advantage of the benefits of both the corporation and partnership business structures.

LLCs protect you from personal liability in most instances, your personal assets — like your vehicle, house, and savings accounts — won’t be at risk in case your LLC faces bankruptcy or lawsuits.

Profits and losses can get passed through to your personal income without facing corporate taxes. However, members of an LLC are considered self-employed and must pay self-employment tax contributions towards Medicare and Social Security.

LLCs can have a limited life in many states. When a member joins or leaves an LLC, some states may require the LLC to be dissolved and re-formed with new membership — unless there’s already an agreement in place within the LLC for buying, selling, and transferring ownership.

LLCs can be a good choice for medium- or higher-risk businesses, owners with significant personal assets they want to be protected, and owners who want to pay a lower tax rate than they would with a corporation.

Characteristics.

The IRS originally approved the concept of a limited liability company (LLC) in 1988. It has characteristics of both a corporation and a partnership. None of the partners have liability and all can have some control.

Advantages.

The limited liability company offers the tax benefits of a partnership with the protection from the liability of a corporation. It offers more tax benefits than an S corporation because it may pass through more depreciation and deductions, it may have different classes of ownership, an unlimited number of members, and may have aliens as members.

Disadvantages.

Startup and annual fees are higher than for a corporation. LLCs pay social security tax on all profits (up to a limit); whereas S corporation profits are exempt from social security tax. Because a limited liability company is a new invention, there are not a lot of answers to legal questions that may come up. (However, the courts will probably rely on the corporation and limited partnership law.)

Corporation

C corp

A corporation, sometimes called a C corp, is a legal entity that’s separate from its owners. Corporations can make a profit, be taxed, and can be held legally liable.

Corporations offer the strongest protection to its owners from personal liability, but the cost to form a corporation is higher than other structures. Corporations also require more extensive record-keeping, operational processes, and reporting.

Unlike sole proprietors, partnerships, and LLCs, corporations pay income tax on their profits. In some cases, corporate profits are taxed twice — first, when the company makes a profit, and again when dividends are paid to shareholders on their personal tax returns.

Corporations have a completely independent life separate from its shareholders. If a shareholder leaves the company or sells his or her shares, the C corp can continue doing business relatively undisturbed.

Corporations have an advantage when it comes to raising capital because they can raise funds through the sale of stock, which can also be a benefit in attracting employees.

Corporations can be a good choice for medium- or higher-risk businesses, businesses that need to raise money, and businesses that plan to “go public” or eventually be sold.

S corp

An S corporation, sometimes called an S corp, is a special type of corporation that’s designed to avoid the double taxation drawback of regular C corps. S corps allow profits, and some losses, to be passed through directly to owners’ personal income without ever being subject to corporate tax rates.

Not all states tax S corps equally, but most recognize them the same way the federal government does and taxes the shareholders accordingly. Some states tax S corps on profits above a specified limit and other states don’t recognize the S corp election at all, simply treating the business as a C corp.

S corps must file with the IRS to get S corp status, a different process from registering with their state.

There are special limits on S corps. S corps can’t have more than 100 shareholders, and all shareholders must be U.S. citizens. You’ll still have to follow strict filing and operational processes of a C corp.

S corps also have an independent life, just like C corps. If a shareholder leaves the company or sells his or her shares, the S corp can continue doing business relatively undisturbed.

S corps can be a good choice for a business that would otherwise be a C corp, but meet the criteria to file as an S corp.

B corp

A benefit corporation, sometimes called a B Corp, is a for-profit corporation recognized a majority of U.S. states. B Corps are different from C corps in purpose, accountability, and transparency, but aren’t different in how they’re taxed.

B Corps are driven by both mission and profit. Shareholders hold the company accountable to produce some sort of public benefit in addition to a financial profit. Some states require B corps to submit annual benefit reports that demonstrate their contribution to the public good.

There are several third-party B Corp certification services, but none are required for a company to be legally considered a B Corp in a state where the legal status is available.

Close corporation

Close corporations resemble B corps but have a less traditional corporate structure. These shed many formalities that typically govern corporations and apply to smaller companies.

State rules vary, but shares are usually barred from public trading. Close corporations can be run by a small group of shareholders without a board of directors.

Nonprofit Corporation

Nonprofit corporations are organized to do charity, education, religious, literary, or scientific work. Because their work benefits the public, nonprofits can receive tax-exempt status, meaning they don’t pay state or federal taxes income taxes on any profits it makes.

Nonprofits must file with the IRS to get tax exemption, a different process from registering with their state.

Nonprofit corporations need to follow organizational rules very similar to a regular C corp. They also need to follow special rules about what they do with any profits they earn. For example, they can’t distribute profits to members or political campaigns.

Nonprofits are often called 501(c)(3) corporations — a reference to the section of the Internal Revenue Code that is most commonly used to grant tax-exempt status.

Characteristics.

A corporation is an artificial, legal “person” which carries on business through its officers for its shareholders.

Advantages.

If properly organized, shareholders have no liability for corporate debts and lawsuits; and officers usually have no personal liability for their corporate acts. The existence of a corporation may be perpetual. There are tax advantages allowed only to corporations, and there is prestige in owning a corporation. Two excellent advantages: capital may be raised by issuing stock, and it is easy to transfer ownership upon death. A small corporation can be set up as an S corporation to avoid corporate taxes but still retain corporate advantages. Some types of businesses can be set up as nonprofit corporations, which provide significant tax savings.

Disadvantages.

The start-up costs for forming a corporation are certainly a disadvantage; plus there are certain formalities such as annual meetings, separate bank accounts, and tax forms. Unless a corporation registers as an S corporation, it must pay federal income tax separate from the tax paid by the owners, and it must pay Georgia income tax. Over the years, there have occasionally been proposals to tax S corporations with an exemption for small operations, but none of these have passed the legislature