This week’s One Year, Thirty Minute Challenge isn’t too sexy, but it could –
- impact your ability to shield yourself, your family and your assets from legal liability
- impact your ability to raise capital for your business
- impact your personal tax liability
- and more
My purpose this week isn’t to offer advice, because the topic is outside my area of expertise. The real answers will have to come from your accountant and/or tax attorney. My purpose this week is to offer education and encourage you to consider your options for the legal organization of your company.
Typically, most small business are legally organized one of these 5 ways –
Sole proprietorships are the simplest form of business organization. They do not produce a separate business entity but can register a separate trade name (Super Good Plumbing vs. Jim Smith, Plumber). Business assets and liabilities are mingled with personal assets and liabilities. Consequently, sole proprietors can be held financially liable for business debts and can be held personally liable for the actions of the business (which could put personal assets at risk). Sole proprietors can sometimes have greater difficulty in raising money than those who choose other business organizations.
This is for a business owned by two or more individuals. In “General partnerships”, partners share profits, losses and liability. In “Limited partnerships”, one partner has control of the operation and bears unlimited liability while the other partner(s) contributes, shares profits and has limited liability. Limited Liability Partnerships (LLP) give limited liability to each partner, protecting them from the actions of other partners. Partnerships can sometimes more effectively raise money versus sole proprietors since lenders can consider the combined creditworthiness of all partners.
Limited Liability Companies
Limited Liability Companies (LLC) are hybrids of partnerships and corporations. They allow owners to protect their personal assets by separating them from the business’ assets. They also protect owner’s assets in the event someone sues the business. Business profits and losses are passed through to the owner’s personal income. Members of an LLC are considered self-employed.
A corporation is an entity unto itself, separate from its owners. It can own assets, sell assets, sue, be sued and sell part of itself to other entities (stockholders). The corporation is responsible for its own debts and liabilities. Shareholders are protected from liability, but should the corporation become worthless (loss of all asset value, bankruptcy, a large legal judgement, etc.), the shareholder’s stock could be worth nothing. There are several flavors of corporations, but here are three common ones.
- C Corp – it is owned by shareholders and is taxed as its own entity. In some cases, the profits are taxed twice – the corporation pays taxes and, when dividends are paid to shareholders, they are taxed again when the shareholder pays personal taxes. C Corps can raise money through the sale of stock.
- S Corp – it is owned by shareholders, but profits are passed through to shareholders to be taxed at each shareholder’s individual tax rate. There are limits on the number of shareholders in an S Corp.
- B Corp – these are for profit entities, but shareholders hold the company accountable to make some tangible public benefit besides making a profit. Some states require an annual filing that documents their public benefit.
Cooperatives are owned and operated by those who benefit from its services. Profits are disbursed to the members of the cooperative. A frequent use of cooperatives is farmers banding together to market their products as one entity to regular buyers – distributors, grocery store chains, food service suppliers.
If you want more detail, check out the Small Business Administration Page on business structure at https://www.sba.gov/business-guide/launch-your-business/choose-business-structure.
This week’s exercise is to consider what you’ve just read and examine, with your accounting and tax advisors, whether or not you can find more favorable tax treatment, better financial resources, better protection for personal assets, better options for employee compensation or any other additional benefits by changing your legal structure.