Business Structure
ClarkDISCLAIMER: I am not a lawyer or an accountant. It’s always a good idea to check with professionals about these sorts of issues. This is merely a general discussion so you can discuss things intelligently with your paid professionals.
OK, you’ve got your first product or service idea, you’ve figured out pricing, how you’re going to market it and all the other little details. Now you have to decide how to structure you business. There are four forms your business can take (in the US):
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Sole Proprietorship - This is you. If you don’t do anything you are a sole proprietor. They are simple and cheap to set up — where I live the only cost is $14 to register a DBA (”Doing Business As”) form with the county. It doesn’t even cost that if you do everything in your own name. You report profit and loss on a Schedule C for Federal Taxes. You are personally liable for everything that happens with the business. For instance, let’s say Bob is delivering cookies to one of his hotel clients and runs a red light causing an accident. Not only can his cookie business be sued but they can take his house because he and the business are the same.
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Partnerships - There are 2 kinds of partnerships — General and Limited. A General Partnership is basically a sole proprietorship for 2 or more people. The biggest disadvantage to a General partnership in my opinion is that each partner is personally liable for all debts of the partnership. For instance, if Fred and John enter into a partnership and Fred skips town with all the money, John is still responsible for all the debts of the partnership.
This shortcoming is partially addressed by the Limited Partnership. In a limited partnership one or more of the partners are limited partners and one or more are general partners. General partners are repsonsible for the day to day management of the business and are fully liable for debts of the partnership. Limited partners are passive investors that are liable for debts only to the extent that their investment is at risk. In other words, in the above example, Fred (the general partner) skips town with all the money but John (the limited partner) only loses his original investment. He is not responsible for things like continuing to pay the rent, liabilities to suppliers, and so forth.
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Corporations – A corporation is a separate legal entity from the owner or owners. In the eyes of the law a corporation is a totally different “person” from you. Corporations require legal paperwork to be filed with the state government (typically) and specific rules have to be followed regarding corporate minutes, board meeting and so on. All of this work provides several advantages, however. Stockholders (owners) have no liability outside of their investment and there are a number of things corporations can do, such as provide retirement plans, that other business forms typically can’t. Income from corporations can be subject to double taxation although this can typically be avoided.
From the standpoint of taxes there are two different kinds of corporations — a C corporation and an S corporation. A C corporation is a regular like IBM. An S corporation acts like a sole proprietorship or partnership (depending on the number of shareholders) for the purpose of income tax, that is, profits and losses are reported on the individual’s Schedule C.
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Limited Liability Company (LLC)- The LLC is a relatively new type of hybrid business structure that is now permissible in most, if not all, states. It is designed to provide the limited liability features of a corporation and the tax efficiencies and operational flexibility of a partnership. Formation is more complex and formal than that of a general partnership.
The owners are members, and the duration of the LLC is usually determined when the organization papers are filed. The time limit can be continued if desired by a vote of the members at the time of expiration. LLC’s generally must not have more than two of the four characteristics that define corporations: Limited liability to the extent of assets; continuity of life; centralization of management; and free transferability of ownership interests.
Which is best? That’s for you and your advisor’s to determine. In my opinion, most micros and submicros are perfectly well served by the sole proprietorship form.


