FBP - Certified Public Accountants

Start-up Series 1 – Choosing a Business Entity

Written by Team FBPCPA

September 26, 2023

Business woman in front of two roads thinking deciding

Choosing the Right Business Entity: Understanding Your Options

When starting a new business, one of the most crucial decisions you’ll face is choosing the right business entity. The structure you select will have far-reaching implications for your operations, taxes, legal liabilities, and overall success. Below, we explore the various types of business entities and highlight the key factors to consider when making this important choice.

Sole Proprietorship

A sole proprietorship is the simplest form of business entity and is owned and operated by a single individual. It offers ease of setup, complete control, and direct ownership of all profits. However, as a sole proprietor, you assume unlimited personal liability for business debts and obligations. This means your personal assets may be at risk.

Partnership

Partnerships are formed when two or more individuals come together to share ownership and management of a business. There are two main types of partnerships: general partnerships and limited partnerships.

  • General Partnership: In a general partnership, all partners share equal responsibility for business debts and liabilities. Each partner’s personal assets may be at risk.
  • Limited Partnership: Limited partnerships consist of general partners who manage the business and have personal liability, and limited partners who provide capital but have limited liability.

Partnerships offer shared decision-making, shared profits, and flexibility. However, it’s essential to establish a clear partnership agreement to outline each partner’s responsibilities, profit sharing, dispute resolution, and exit strategies.

Limited Liability Company (LLC)

A limited liability company (LLC) combines the characteristics of a corporation and a partnership. It offers the advantage of limited liability for its owners (referred to as members), protecting their personal assets. LLCs also provide flexibility in management and the ability to choose between different tax structures, such as being taxed as a partnership or a corporation.

Corporation

A corporation is a separate legal entity from its owners (shareholders). It offers the most extensive liability protection for owners, shielding personal assets from business debts and liabilities. Corporations can raise capital by issuing stock and have perpetual existence, even if ownership changes.

There are two types of corporations:

  • C Corporation: C corporations are subject to double taxation, as both the corporation and its shareholders are taxed on profits. They offer flexibility in ownership and are suitable for businesses planning to reinvest profits or go public.
  • S Corporation: S corporations avoid double taxation by passing profits and losses through to shareholders, who report them on their personal tax returns. However, S corporations have stricter eligibility requirements and limitations on the number and type of shareholders.

Factors to Consider when Choosing a Business Entity

Liability Protection: Assess your potential exposure to lawsuits and business debts. If you seek personal asset protection, consider forming an entity with limited liability, such as an LLC or corporation.

Tax Implications: Analyze the tax advantages and disadvantages associated with each business entity type. Consult with a tax professional, such as Fates, Bodily & Parker, to understand the impact on your personal and business tax obligations.

Control and Management: Evaluate how much control you want over decision-making and daily operations. Sole proprietorships and partnerships provide greater control, while corporations may have more complex management structures.

Growth and Funding: If you plan to seek external funding or eventually go public, a corporation may be more suitable due to its ability to issue stock.

Compliance and Formalities: Different entity types have varying levels of compliance requirements and administrative formalities. Consider the ongoing costs and administrative burdens associated with each entity.

How to Choose a Business Entity?

Choosing the right business entity is a critical step that can significantly impact your business’s success and your personal financial well-being. Carefully evaluate the factors discussed above and consult with legal, tax, and financial professionals to make an informed decision. Remember, the choice of entity can be pivotal, but it is not set in stone. As your business grows and evolves, you may find it necessary to change your business entity to better align with your goals and circumstances. It’s always advisable to reassess your entity structure periodically and adjust as needed.

Additionally, it’s important to note that the information provided in this article is a general overview and should not replace professional advice tailored to your specific situation. Consulting with a financial services firm or attorney, who can consider your unique needs and objectives, is crucial.

Lastly, keep in mind that choosing a business entity is not a one-size-fits-all decision. What works for one business may not work for another. Each type of entity has its own advantages and disadvantages, and what matters most is selecting the structure that aligns with your long-term vision, protects your personal assets, and optimizes tax efficiency.

If you have questions about choosing a business entity or would like a review of your current business to see if you would benefit from changing your entity, please contact us.

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