Starting a business requires careful planning and decision-making, and one of the most important choices is selecting your company’s legal structure. Choosing the business structure is one of the most critical decisions any new business owner will make. This decision will significantly impact your business’s taxes, liability, and overall management structure.
But, it can be overwhelming to determine which structure is the best fit for your business. That’s why we’ve created this comprehensive guide to help you navigate the process of selecting the right structure for your business.
We’ll explore the most common types of legal structures, including sole proprietorships, partnerships, limited liability companies (LLCs), and corporations. We’ll also discuss the factors you should consider when choosing a structure and each option’s tax and liability implications.
What are the most common business structures?
Generally, there are four main types of business structures: sole proprietorships, partnerships (general and limited), limited liability companies (LLCs), and corporations.
Let’s take a closer look at each of these legal business structures.
1. Sole Proprietorships
A sole proprietorship is the simplest and most common form of business structure. It is owned and operated by one individual who is personally responsible for all aspects of the business. He has unlimited personal liability for any liabilities of the company. This type of business structure is easy to set up, and you have complete control over the business’s operations. However, you are also personally liable for all debts and legal issues that arise from the business.
One of the benefits of sole proprietorships is that it is not a separate legal entity, which means that the business’s income is taxed on the owner’s personal income tax return. This can simplify tax filings and reduce accounting costs. But, again the owner is also responsible for paying self-employment tax on all profits.
Another advantage of a sole proprietorship is that it is relatively easy to dissolve. The owner can simply stop doing business, and the business will cease to exist. However, because of unlimited personal liability and because the business’s assets and liabilities are not separate from the owner’s assets and liabilities, the owner’s personal assets is at risk.
In summary, a sole proprietorship is a good option for small businesses with low risk. It is easy to set up, has low operating costs, and offers complete control over the business. However, it does not provide any protection from personal liability, and the owner is personally responsible for all debts and legal issues that arise from the business.
How do you form a sole proprietorship?
Creating a sole proprietorship is an exciting step for entrepreneurs who are ready to start their own business. Here are the steps to take in order to get your business up and running:
- Select a name: Choose a name that best reflects your business and its purpose. You may need to check with your local government to make sure the name isn’t already taken or trademarked.
- Register for permits and licenses: Depending on the type of business you’re starting, you may need to register for permits and licenses with your local government or state agencies. Make sure you understand all of the requirements before moving forward.
- Get an Employer Identification Number (EIN): An EIN is used by the IRS to identify businesses for tax purposes, so it’s important that you get one as soon as possible after starting your business. You can apply for an EIN online through the IRS website or by mail.
- Acquire any necessary insurance: Depending on the type of business you’re running, you may need certain types of insurance such as liability insurance or worker’s compensation insurance in order to protect yourself and your assets from potential risks associated with running a business.
- Open a business bank account: It’s important to keep your personal finances separate from those of your business, so opening a separate bank account is essential when setting up a sole proprietorship. This will help make accounting easier and provide more clarity when filing taxes at the end of each year.
A partnership is a business structure in which two or more individuals share ownership of the business. There are two types of partnerships:
- general partnerships and
- limited partnerships.
In a general partnership, all partners share equal responsibility for the business’s debts and legal issues.
In a limited partnership, there is at least one general partner who is responsible for the business’s debts and legal issues, and one or more limited partners who are passive investors and do not take an active role in the business. A limited partnership usually occurs when someone actually takes up much of the actual work while others invest in it.
One of the benefits of a partnership is that it is easy to set up and has low operating costs. It also allows for shared decision-making and shared profits, which can help to reduce the financial burden on each partner. However, like a sole proprietorship, a partnership does not provide any protection from personal liability, and each partner is personally responsible for all debts and legal issues that arise from the business.
Another advantage of a partnership is that it can be dissolved relatively easily.
So, a partnership is a good option for businesses with multiple owners who want to share the financial burden and decision-making. But, like a sole proprietorship, it does not provide any protection from liability, and each partner is personally responsible for all debts and legal issues that arise from the business.
How do you form a partnership?
Creating a partnership legal business structure is an important decision for any business. It’s important to understand partnerships and the implications before making a decision. Here are the steps you need to take to create a partnership legal business structure:
- Choose your type of partnership: As we already mention, there are two main types of partnerships: general partnership and limited partnership.
- Create a Partnership Agreement: A written agreement between all partners is essential for any type of partnership. This document should include details such as:
- how profits will be divided,
- who will manage the business,
- how disputes will be resolved, and
- what happens if one partner wants to leave or sell their interest in the business.
- Register with Your State: Depending on where you live, you may need to register your partnership with your state government by filing paperwork such as Articles of Partnership or Certificate of Limited Partnership. You may also need to obtain licenses or permits from local authorities depending on your type of business and location.
- Obtain Business Insurance: It’s important to protect your business from potential liabilities with adequate insurance coverage such as general liability insurance, professional liability insurance, property insurance, workers’ compensation insurance, etc.
- Open a Business Bank Account: Once you have registered your partnership with the state government, it’s time to open a separate bank account for your business so that you can keep track of all financial transactions related to the company separately from personal finances.
- File Taxes Separately: Partnerships must file taxes separately from individual partners using Form 1065 – U.S Return of Partnership Income which reports income earned by the company during the tax year as well as deductions taken by it during that period.
What if some of the partners want to leave partnership agreement?
Partnership agreements are legally binding documents that outline the rights and responsibilities of each partner in a business. When one or more partners wish to leave the partnership agreement, there are certain procedures and regulations that must be followed.
The legal framework for exiting a partnership agreement depends on whether it is a general partnership or limited partnership. The process for exiting a partnership agreement also varies depending on the type of agreement.
In general partnership, all partners must agree to dissolve the partnership before any partner can exit. This means that all remaining partners must sign off on the dissolution of the partnership before any partner can leave. If any partner does not agree to dissolve the partnership, then no partner can leave until they reach an agreement.
In limited partnership, only those with limited liability can exit without dissolving the entire partnership agreement. Those with unlimited liability must remain in the partnership until it is dissolved by all parties involved.
So, with partnerships it must also be considered that when the partner wants to leave, they must be purchased by the other person or dissolve the business. A partner’s liability is retained as part of their personal liability in a relationship.
3. Limited Liability Company (LLC)
A limited liability company (LLC) is a hybrid business entity structure that combines the liability protection of a corporation with the tax benefits of a partnership or sole proprietorship. An LLC is owned by one or more members, and the members are not personally liable for the business’s debts and legal issues. Instead, the business is treated as a separate entity, which means that the business’s assets and liabilities are separate from the members’ personal assets and liabilities.
One of the benefits of an LLC is that it provides protection from liability. The members are not personally responsible for the business’s debts and legal issues, which can help to protect their personal assets. Another advantage of an LLC is that it offers flexibility in terms of management structure and tax treatment. An LLC can be managed by the members or by a designated manager, and the business’s income can be taxed as either a partnership or a corporation, depending on the members’ preference.
However, an LLC can also be more expensive to set up and operate than a sole proprietorship or partnership. It requires formal documentation, such as articles of organization and an operating agreement, and may require annual meetings and record keeping. Additionally, the tax treatment of an LLC can be more complex than that of a sole proprietorship or partnership.
So, an LLC is a good option for businesses that want the liability protection of a corporation but the flexibility and tax benefits of a partnership or sole proprietorship. However, it can be more expensive to set up and operate than other business structures.
A corporation is a legal entity that is owned by shareholders. It is managed by a board of directors, who are elected by the shareholders. One of the benefits of a corporation is that it provides the most protection from liability. The shareholders are not personally responsible for the business’s debts and legal issues, and their personal assets are protected.
Another advantage of a corporation is that it offers the most flexibility in terms of raising capital and transferring ownership. A corporation can issue stock to raise capital, and the shares can be bought and sold by investors. Additionally, the business can continue to exist even if the shareholders change.
But, a corporation is also the most complex and expensive business structure to set up and operate. It requires formal documentation, such as articles of incorporation and bylaws, and may require annual meetings and record keeping. Additionally, a corporation is subject to double taxation, meaning that the business’s income is taxed at the corporate level and again at the individual level when dividends are paid to shareholders.
In summary, a corporation is a good option for businesses that want the most protection from personal liability and flexibility in raising capital and transferring ownership. However, it is also the most complex and expensive structure to set up and operate.
The different types of corporations: C corp, S corp, and B corp
There are three main types of corporations: C corporation, S corporation, and B corporation.
A C corporation is the most common type of corporation in the United States. It is owned by shareholders who have limited liability protection from debts and liabilities incurred by the company. The profits are taxed at corporate tax rates, which can be higher than individual tax rates. Additionally, C corporation can issue stock to raise capital for growth or expansion.
An S corporation is similar to a C corporation but with some additional benefits. It offers pass-through taxation, meaning that profits are not taxed at the corporate level but instead flow through to the individual owners’ personal income taxes. This allows for more flexibility when it comes to tax planning strategies. Additionally, S corporation have restrictions on ownership that limit them to no more than 100 shareholders who must all be U.S citizens or residents and cannot be other corporations or partnerships.
Finally, a B corporation is a relatively new type of corporation that focuses on social responsibility as well as profit-making goals. B corporation is required to meet certain standards related to environmental sustainability and social justice initiatives in order to maintain their status as a certified B corporation. They also have restrictions on ownership similar to those of an S corporation but with fewer limitations on who can become an owner or shareholder.
All three types of corporations, (C corporation, S corporation and B corporation) has its own unique advantages and disadvantages. So, you must take them into consideration when deciding which one is right for you and your business goals.
How do you form a corporation?
Forming a corporation can be a complex process, but it doesn’t have to be. With the right information and resources, you can easily form your own corporation in just 7 steps excluding naming and EIN number.
- File Articles of Incorporation: This document is required to legally create your corporation and should include information such as the business name, address, purpose of the company, number of shares authorized to issue, and names/addresses of directors. It must be filed with the Secretary of State in the state where you are forming your corporation.
- Appoint Initial Directors: Once you have filed your articles of incorporation with the Secretary of State, you must appoint initial directors for your corporation who will manage its operations and make important decisions on behalf of the company.
- Draft Corporate Bylaws: Bylaws are essential documents that outline how the corporation will operate internally and provide guidance on issues such as meetings, voting rights, and other corporate matters. Generally, for C and S corporation this part is the same, but B corporation should also include commitment to social/environmental mission.
- Hold a First Meeting: The initial directors should hold their first meeting to discuss important matters such as appointing officers (e.g., president), issuing stock certificates to shareholders, adopting corporate resolutions/policies, etc..
- Obtain an Employer Identification Number (EIN): An EIN is required for corporations that plan to hire employees or open bank accounts in their name; it serves as a unique identifier for tax purposes similar to an individual’s Social Security Number (SSN). You can obtain an EIN from the Internal Revenue Service (IRS) free-of-charge online or by mail/fax/phone if needed.
- Open a Bank Account: Now, you can open a bank account in your corporation’s name using EIN number; this will allow you to deposit funds into this account and pay bills related to running your business operations without having to use personal funds or credit cards for these transactions.
- Draft Legal Documents: As part of setting up your new corporation properly from a legal standpoint, it is important that all necessary legal documents are drafted correctly; this includes contracts between shareholders/directors/officers as well as agreements between customers/vendors who will be doing business with your company moving forward.
The estimated cost for forming a corporation (B, C and S corporation) varies depending on which state it is being formed in but typically ranges from $100-$500 plus any additional filing fees associated with registering other government agencies mentioned above if applicable . The entire process typically takes anywhere from 2-4 weeks depending on how quickly paperwork is processed by each agency involved.
Comparison of Business Legal Structures
When choosing a structure for your business, it is important to consider the benefits and drawbacks of each option. The following table provides a summary of the key differences between the four most common types of legal structures:
|Legal Structure||Liability Protection||Tax Treatment||Management Structure||Cost of Setup and Operation|
|Sole Proprietorship||No protection||Business income taxed on personal income tax return||Owner has complete control||Low|
|Partnership||No protection||Business income taxed on personal income tax return||Shared decision-making||Low|
|LLC||Limited protection||Business income taxed as partnership or corporation||Flexible management structure||Moderate|
|Corporation||Most protection||Business income is taxed at the corporate level and again at the individual level||Managed by a board of directors||High|
Factors to consider before choosing a legal structure of a business
When choosing a business structure that falls into one or more categories, the decision is sometimes difficult. Think about the financial needs your startups have, the risk, and growth potential. When you register for a new company you will likely need to change the corporate structure so do an early study, it’s important for you.
The following factors differ across these main structures. Therefore, they are important to understand when choosing a structure for your business.
An important factor to consider when selecting your structure is the level of control you wish to have over your business. For example, if you wish to own and operate the enterprise completely alone then being a sole trader would be the most appropriate structure. In a partnership or LLC, decision-making is shared among the partners or members. In a corporation, shareholders elect a board of directors to make major decisions, and they may have less direct control depending on their proportion of share ownership.
Your choice of business legal structure will affect what aspects of the business you will control and what aspects you will legally own.
2. Limitation of liability (legal and liability considerations)
Your choice of the structure will have important implications on your potential legal liability. So, when choosing a legal structure for your business, it is important to consider the legal and liability implications of each option.
Considering the extent you need to be protected from personal legal liability is important before choosing a structure.
A sole proprietorship and partnership offer no protection from personal liability, which means that the owner or partners are personally responsible for all debts and legal issues that arise from the business. An limited liability company (LLC) and corporation offer limited or complete protection from personal liability, respectively.
It is important to consult with a legal professional to determine which legal structure is most appropriate for your business. Additionally, each structure has its own legal requirements, such as formal documentation and record-keeping, and it is important to understand these requirements to avoid later legal issues and fines.
3. Cost and complexity of formation and legal structure
The different structures each have differing setup procedures, costs and complexities involved. For example, while a sole trader is simple to set up and requires few reporting requirements, a more complex structure involves strict reporting requirements and must be set up by a solicitor or an accountant.
For other legal structures about disability claims and benefits, check here.
4. Tax implications
The tax implications of each business legal structure can vary significantly. You must think about which tax treatment is most beneficial for your business?
The structure of your business will have significant effects on the amount of tax you pay and the kinds of tax that you must pay. For example, a sole trader enjoys tax benefits from being able to claim on a personal tax return.
A sole proprietorship and partnership are both taxed as pass-through entities, which means that the business’s income is taxed on the owner’s personal tax returns. An LLC can be taxed as either a pass-through entity or a corporation, depending on the members’ preference. A corporation is taxed at the corporate level and again at the individual level when dividends are paid to shareholders.
It is important to consult with a tax professional to determine which tax treatment is most beneficial for your business. Additionally, each structure has its own tax reporting requirements, and it is important to understand these requirements to avoid penalties and fines.
5. Flexibility and future needs
It is important when considering a business structure to also reflect on where you envision your business going in the future. What kind of expansion do you plan? Do you need to be able to sell shares or add new members? A business structure that limits these options is not beneficial when you may need to make changes in the future. Consider a legal entity such as an LLC or corporation, as these provide more flexibility for your business growth than other structures like sole proprietorship or partnership.
6. Management structure
How do you want your business to be managed? Do you want to have a set of rules and procedures that you need to follow? An limited liability company offers advantages in terms of both its management structure and the amount of paperwork required. It allows for a separation between owners and managers, which can be beneficial if you plan on seeking outside investment or adding members in the future.
7. Ownership structure
How many owners will have the business, and how will ownership be transferred?
The number of owners can influence the choice of business structure. For example, a sole proprietorship is suited for single-owner businesses. If there are two or more owners, a partnership, LLC, or corporation might be more appropriate.
The type of owners can also make a difference. For example, S Corporations are limited to a certain type of owners (only U.S. individuals), and can have no more than 100 shareholders. C Corporations, on the other hand, have no restrictions on the type or number of shareholders, allowing them to raise capital from a wider range of investors, including foreign investors and other business entities.
8. Ongoing administration
Whilst a sole trader structure has few reporting and administrative requirements, complex legal structures such as a corporation have strict and difficult record-keeping and paperwork requirements. In fact, an important consideration before setting up a complex structure is ensuring that you have the time, people, and ability to abide by the strict record-keeping requirements that are legally enforceable.
9. Continuity of existence
It is important to consider how you see the business coming to a conclusion. If you wish for the business to be terminated when you personally wish for it to end, then becoming a sole trader is the most appropriate option. However, if you wish to secure your family’s financial future, it is more appropriate to select a structure that does not come to an end if you are incapacitated.
By considering these factors, you can make an informed decision about which business legal structure is the best fit for your business.
How to Change Your Legal Structure
If you already have a business and want to change your legal structure, it is possible to do so. However, it can be a complex process that requires careful planning and consideration.
The first step is to consult with a legal and tax professional to determine which structure is most appropriate for your business. Once you have made a decision, you will need to file the necessary paperwork to dissolve your existing business and set up the new legal structure. This may include articles of organization or incorporation, a new tax ID number, and any necessary licenses and permits.
It is important to carefully consider the costs and benefits of changing your legal structure before making a decision.
Choosing the right business structure is a very important decision to make for your business. It is, therefore, important to consult with an experienced business lawyer. In such a way, you will ensure that your structure will suit your business and personal needs.
Frequently Asked Questions
The most common forms of business legal structures are sole proprietorship, partnership, corporation, and S corporation. A Limited Liability Company (LLC) is also popular due to its flexibility and tax advantages. Each structure has its own unique benefits and drawbacks, so it’s important to research each option thoroughly before making a decision.
When selecting a legal structure for your business, it’s important to consider factors such as: your desired level of control over decision-making processes; how much money you plan on investing in your venture; whether you want access to capital markets; how much risk you’re willing to take on; what type of taxes you’ll be subject too; what kind of compliance requirements you’ll need to meet; and how much paperwork you’re willing to handle yourself versus outsourcing it to professionals such as attorneys or accountants who specialize in this area of law.
Additionally, it’s important to understand how each type of structure will affect your ability to raise capital through debt financing versus equity financing and how it will affect your ability to attract investors if needed.
Taxes vary depending on which type of legal structure you choose, so it’s important to understand how each one works before making your selection so that you can plan accordingly when filing taxes each year. Generally speaking, sole proprietorships are subject to self-employment taxes. At the same time, corporations are subject to both corporate income tax rates plus self-employment taxes if applicable depending on whether they elect S-corporation status or not. LLCs can select either pass-through taxation, where profits are taxed at individual income tax rates based on each member’s share ownership percentage, or corporate taxation, where profits are taxed at corporate income tax rates regardless of ownership percentages. Partnerships follow pass-through taxation rules similar to those applied to LLCs unless they elect S-corporation status as corporations do.
In addition to considering taxes when selecting your legal structure, it’s also important to think about potential risks associated with each type, such as personal liability exposure if something goes wrong with your venture. It’s also important to factor in compliance costs associated with maintaining each type of structure which could include fees related to registering with state agencies, filing annual reports, etc. Additionally, certain types of structures may limit your ability to raise capital through debt financing versus equity financing, so it’s important to understand these differences upfront before making your selection. Finally, some states may impose restrictions on certain types of businesses operating within their borders, so make sure you check local laws beforehand if this applies to you.