How do you choose the right business structure?
As you make your decision on a business structure, consider factors such as licensing requirement, permits, tax implication, liability protection, complexity, and flexibility.
As you make your decision on a business structure, consider factors such as licensing requirement, permits, tax implication, liability protection, complexity, and flexibility.
By Brad Nakase, Attorney
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The business structure you choose influences everything from tax implications, personal liability, asset protection, and daily business operations. You should choose a business structure that gives you the right balance of benefits and legal protections.
The business structure that an individual chooses affects everything from taxes to daily operations to the extent that his or her personal assets are put at risk. An individual should select an entity structure that grants them the proper balance of benefits and legal protections.
An individual’s business structure impacts how much he or she pays in taxes, the paperwork they are required to file, their ability to raise money, and their personal liability.
As an entrepreneur, you will have to select a business structure prior to registering the company with whatever state you operate in. The majority of companies will also require a tax ID number, and will have to file for the necessary permits and licenses.
It is important that you carefully consider the different various business structure for your business. In the future, you may want to switch to a different entity type, but there could be limitations based on your location. This may lead to unintended dissolution and tax consequences, as well as other difficulties. It is therefore important that you speak with a corporate attorney on a business structure for your startup business.
It is simple business structure is a sole proprietorship, and this entity type gives an individual full control of their company. If you open a business, your company is automatically regarded as a sole proprietorship, assuming you do not register it as any other entity type.
A sole proprietorship does not create a separate entity. Under a sole proprietor business structure, your company’s liabilities and assets are not independent from your own liabilities and assets. You, as the owner, may be regarded as personally responsible for the obligations and debts of the company. It is still possible for sole proprietors to get a trade name. Because the company cannot sell stock, it can be difficult to raise capital, and lenders are usually not comfortable with giving money to sole proprietorships.
A sole proprietorship is a good option for a low-risk business and for entrepreneurs who would like to try out their business concept prior to establishing a more formal structure.
A partnership is the simplest business structure for at least two people who want to own a company together. Two main types of partnerships exist: limited liability partnerships and limited partnerships.
Limited partnerships are composed of a single general partner who has unlimited liability, in addition to the other partners who have limited liability. The partners who have limited liability typically have limited authority over the business, which is established in a partnership agreement. The business’ profits are passed on to partners’ personal tax returns. The general partner needs to pay self-employment taxes.
Though not too different from limited partnerships, a limited liability partnerships business structure provides limited liability to each partner. This kind of partnership shields each partner from partnership debts, meaning they will not be liable for the other owners’ actions.
For companies with more than one owner, a partnership may be an appropriate business structure. It is an especially good choice for professional groups such as accountants and attorneys, as well as individuals who would like to try out their business concepts before establishing a more formal structure.
A limited liability company business structure allows an individual to benefit from the advantages of both a partnership and a corporation. An LLC protects an owner from personal liability, meaning their personal assets will not be put at risk in the event the company faces lawsuits or bankruptcy. This means that the owner’s house, vehicle, and accounts cannot be seized.
Under an LLC business structure, losses and profits are passed on to the owner’s personal income without running into corporate taxes. That said, owners of a limited liability company are regarded as self-employed and therefore have to pay self-employment tax contributions towards Social Security and Medicare.
In many states, LLCs do not exist indefinitely. When a member leaves or joins a limited liability company, certain states may mandate that the company be dissolved and recreated with fresh membership. This may be waived if an agreement has already been established within the company for selling, buying, and switching ownership.
An LLC business structure may be an appropriate option for businesses involving greater risk, or for owners who have a lot of personal assets they would like to shield from risk. Also, it may be a good option for people who would like to pay a lower tax rate than they might owning a corporation.
Learn more: S Corp vs LLC California: 20 Factors – Side by Side Comparison
A corporation, occasionally referred to as a C Corp, is a business structure that is independent from its owners. Corporations are able to be taxed, be held liable, and make a profit.
The owners of a corporation business structure are shielded from personal liability, though it is expensive to form a corporation. Also, a corporation demands extensive operational processes, reporting, and record-keeping.
As opposed to partnerships, sole proprietors, and limited liability companies, corporations must pay income tax on profits. In certain situations, corporate profits are double taxed. The first time is when the business makes a profit, and the second time is when dividends are distributed to shareholders on personal tax returns.
A corporation is utterly independent of its shareholders. If a shareholder departs the business or sells their shares, the C Corp may continue conducting business without much disturbance.
It is easier to raise capital as a corporation since it is possible to raise funds via the sale of stock, which can also attract employees.
A corporation is a good business structure for businesses with higher risk, those that have to raise capital, and businesses that intend to go public or be sold eventually.
An S corporation business structure is a unique kind of corporation that is meant to avoid a C corporation’s double taxation. An S corp permits profits, as well as some losses, to go directly to the personal income of owners without having to face corporate tax rates.
Not every state taxes S corps the same, though the majority recognize them in the same way as the federal government and tax shareholders. Certain states tax this kind of corporation on profits that go above a certain limit, while other states do not recognize this kind of corporation at all. These states regard the company as a C Corp.
S corps have to file with the Internal Revenue Service to achieve S Corp status, which is a separate process from registering with the state of operation.
There are unique limits on S corps. An owner will still have to obey the strict operational and filing requirements of AC Corp.
Just like C corps, S corps are independent of their owners. If a shareholder decides to sell his or her shares or leave the company, the corporation will continue on as before.
A B corporation business structure is known as a benefit corporation and is a for-profit business that the majority of states recognize. B corps differ from C corps with regards to accountability, transparency, and purpose, though are similar in the manner of taxation.
Both profit and mission are the drivers of B corporations. Shareholders hold the business accountable to create some kind of public benefit as well as financial profit. Certain states mandate that B corporations file annual benefit reports that prove their contribution to the good of the public.
There are many certification services for B corporations, but these are not necessary for a company to be considered a B corporation in a state where it is legal.
A close corporation business structure is similar to a B corporation, though it has a less traditional structure. This kind of corporation does not have as many formalities that usually control corporations. Though the rules differ across states, shares are typically banned from public trading. A small group of shareholders can operate a close corporation without needing a board of directors.
A nonprofit corporation business structure is created to do education, charity, literary, scientific, or religious work period since the labor benefits to the public, nonprofits can get tax exempt status, which means they do not pay federal or state income taxes on any generated profits.
A nonprofit needs to file with the Internal Revenue Service to receive tax exemption, which is a separate process from registering with the state of operation.
A nonprofit corporation must follow organizational regulations that are similar to a C Corp. This kind of business also needs to follow certain rules regarding what is done with any earned profits. For instance, this kind of corporation may not distribute profits to political campaigns or members.
A nonprofit is usually referred to as a 501(c)(3) corporation, which is a reference to the part of the Internal Revenue Code that is typically used to assign tax exempt status.
A cooperative is an organization or business business structure that is operated and owned for the advantage of those who use its services. Earnings and profits that are created by the cooperative are divided between the members who are also referred to as user-owners. Usually, officers and an elected board of directors operate the cooperative while normal members enjoy voting power that is used to decide the cooperative’s direction. By purchasing shares, members may become part of the cooperative, though the quantity of shares they possess does not impact their vote’s weight.
Names like nonprofit and S Corp are not solely business structures. These can also refer to tax statuses. It is possible for a limited liability company to be taxed as an S corp, a C corp, or a nonprofit. This kind of arrangement is not very common and may be complicated to establish. If you are interested in one of these unusual structures, you should contact a business attorney or counselor to assist you.
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