Understanding Different Business Entity Types
Which business entity should I pursue?
To answer this question, you first should understand different business entity types. The types of business organizations that exist are there to serve different purposes and it’s worth remembering that what’s right for one business, won’t necessarily be right for yours.
With this mind, let’s review the types of business structures that you can consider:
This is one of the easiest business entity types to understand, and is possibly the simplest way to get your business up and running. You’ll have complete control over the whole business and there are very few forms that you’ll have to file with state agencies, so your legal fees will be lower. All taxes will have to be paid through your personal tax return, but the one big drawback is the unlimited personal liability.
You’ll be personally liable for all business activities, debts and liabilities. In addition, as a sole proprietor, you eliminate one way of raising funds for the business which is through the issuing of equity (i.e. stock options). This financing option is not available to sole proprietors.
If you want to go into business with someone else, then there are two types of partnerships you could set up – a general partnership or a limited partnership. Both partnership forms create a legal entity for the business where interest can be transferred to other parties. A general partnership will be quicker and easier to establish as it requires less form filling. Also, like sole proprietors, the partners remain liable for business activities and debt.
Limited partnerships, on the other hand, is made up of general partners and limited partners. Limited partners will have limited liability proportional to their investment in the business and will usually be more ‘hands-off’ in the day-to-day running of the business. With limited partnerships, written agreements must be signed and certificates should be filed with the relevant authorities.
A corporation is a complete legal entity, separate from its owners with Articles of Corporation having to be filed with the state. You’ll own shares in the business, which will allow you to transfer ownership easily or raise additional money by issuing stock. In addition, you’ll be protected from liability.
The drawbacks are that double taxation will occur; first on the profits of the business and then on dividends paid on shares or earnings you draw from the company.
A slight variation on a corporation is what is known as an S-Corporation which, according to the National Small Business Association (NSBA), accounts for 33 percent of all small business structures. The major benefit of operating your business as an S-Corporation is that you won’t be subject to the double taxation of a usual corporation. Taxes are instead reported on the personal tax returns of the shareholders.
You’ll be required to complete the same formalities as those who operate a standard corporation and you will be limited to the number and type of shareholders. There will also be limits on who can own the shares, which may restrict your fundraising capabilities.
Limited Liability Companies (LLC)
This is sometimes referred to as a hybrid business structure, where the company operates somewhere between a corporation and a partnership. The business will be a separate legal entity, protecting the liability of the owners. It also allows taxes to be paid in a similar way to general partnerships through personal tax returns.
However, LLCs are complex to set up, which means lots of legal fees and documents to be drafted and signed. This level of complexity can make it difficult to attract funding from venture capitalists and the granting of share options or convertible notes can be difficult.
To give you an idea of how other small businesses are set up, here’s a summary of the types of business structures being used by small businesses (also provided by the NSBA):
- Sole Proprietorship – 14 percent
- Partnerships – 3 percent
- Corporations – 18 percent
- S-Corporations – 33 percent
- Limited Liability Companies – 33 percent
Choosing between the different types of business organizations is a crucial decision. That’s not to say that you can’t change to a different structure later, but that will cause disruption to your business and additional costs will be incurred. Considering the pros and cons of each entity type will allow you to make the right choice for your business’s future.
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