If you are starting a new business and trying to determine which form of entity to create, we can help you make the right choice. Business owners may choose from a variety of company structures, based on their needs and preferences. It is impossible to make an informed decision without understanding the basic characteristics of the various kinds of business organizations established and recognized by state and federal laws. The ability of your business to raise and solicit funds, avoid unnecessary taxation, and generally operate in an efficient and manageable fashion depends upon what form of entity you choose to organize.
SOLE PROPRIETORSHIPS :
A sole proprietorship exists when an individual goes into business for him or herself, and it is the easiest way for an individual to operate an enterprise with a profit motive. There are no state or federal filing requirements to establish a sole proprietorship, although operators of sole proprietorships must still comply with state and local license, permits, fictitious name filings, property tax and other requirements and regulations. A sole proprietorship is not a separate and distinct legal entity from its owner, and in the event the individual owner wishes to allow other owners to participate in the enterprise, the business must convert to a legally recognized entity such as a Corporation or Limited Liability Company.
GENERAL CORPORATION :
A general corporation, also known as a “C corporation”, is the most common corporate structure. A general corporation may have an unlimited number of stockholders. Since a corporation is a separate legal entity, a stockholder’s personal liability is usually limited to the amount of investment in the corporation and no more.
PARTNERSHIPS :
A general partnership is technically formed whenever two or more people operate a business together and share in the profits and losses. However, most states provide for general partnerships to formally file a certificate of partnership with the appropriate state filing agency, and these states formally recognize the partnership as a going concern with authority to transact business within the borders of the State. Any partner can unilaterally bind the partnership to any contract or other obligation within the reasonable realm of the partnership’s business activities.
SUBCHAPTER S-CORPORATION :
A subchapter S-Corporation is a general corporation that has elected a special tax status with the IRS after the corporation has been formed. Subchapter S-corporations are most appropriate for small business owners and entrepreneurs who prefer to be taxed as if they were still sole proprietors or partners.
LIMITED LIABILITY COMPANIES :
The Limited Liability Company (LLC) is a relatively new business entity that has gained tremendous popularity in recent years because it overcomes certain limitations and restrictions inherent in other entity forms. LLCs provide owners the legal protection of limited personal liability for the business debts and lawsuit judgments of the company to the same extent as a corporation. The Limited Liability Company can have any number of members, and the members do not have to be residents of the state in which the company is formed. Unlike an S-Corporation, other business entities such as a corporation or another LLC can be members of a limited liability company, which affords its principals the ability to establish holding companies and subsidiary entities, and which can protect the identities of the owners.