Introduction
When it comes to choosing a corporate structure, there are various objectives to consider. One such objective is security, as each structure offers different levels of protection. Another objective is to manage taxes, by setting up a separate company, which enables you to maximize write-offs and exemptions. Additionally, setting up a corporate structure can provide access to health benefits packages that are not available to individuals operating as a sole proprietorship.
Business Structure in the USA
The term "business structure" refers to the legal framework that governs an organization within a specific jurisdiction. It defines the rights and responsibilities of the company and its owners, including the ability to raise capital, assume liabilities, and pay taxes. Choosing the right legal structure for a business requires careful consideration of its goals and objectives, as well as the unique features of each option. In the United States, the most commonly used business structures are the LLC (Limited Liability Company), Sole Proprietorship, Corporation, and Partnership.
What are the different types of legal business structures in the USA?
1. Sole proprietorship business structure
The legal structure of a sole proprietorship is easy to set up and offers complete control over the business. If you run a business without registering it as another type of business, it is automatically considered a sole proprietorship. Sole proprietorships do not have a separate legal entity, meaning that business assets and liabilities are not distinct from personal assets and liabilities. This implies that you may be held personally liable for any debts or obligations of the business. However, sole proprietors can still obtain a trading name.
Since you cannot sell shares, raising funds can be difficult, and banks may be hesitant to lend to sole proprietorships. Sole proprietorships are a good option for low-risk businesses and owners who want to test their business idea before joining a more formal company.
2. LLC (Limited Liability Company)
It is a business structure that combines the best aspects of partnerships and corporations. It offers owners protection from personal liability and reduces tax and regulatory burdens. Profits and losses of the business are distributed to owners who must report a portion of them on their tax returns.
Compared to an S-corporation, which has a limit of 100 stockholders, there are no such restrictions on the number of owners in an LLC. To establish an LLC, it must file its articles of association with the Secretary of State where it intends to operate. Depending on the state, the entity may also be required to submit an operating agreement.
One of the benefits of forming an LLC instead of a corporation is that it has fewer restrictions and requires less paperwork. Owners have limited liability, which protects their assets from being used to pay off the company's debts. Additionally, there are no limits on the number of shareholders an LLC can appoint. On the other hand, forming an LLC can be costly since it must register with the state and comply with tax and regulatory obligations. The organization may need to hire an accountant and attorney to ensure compliance.
3. Partnership business structure
A partnership is a type of business structure where two or more individuals share ownership. It is the most straightforward structure for a business with multiple owners. Similar to a sole proprietorship, the business, and its owners are not separate legal entities, and the owners are personally responsible for the company’s debts and obligations.
When filing taxes, the profits and losses of the business are passed on to the partners, and each partner must report their share of the profits or losses on Form 1065 with their tax returns. Additionally, partners may be required to pay self- employment tax, depending on their share of the company's profits. Schedule K-1 should be attached to Form 1065, which details the gains or losses.
4. Corporation
A corporation is a type of business structure that separates the entity from its owners legally. It is a complex and expensive process to set up and involves complying with additional tax and regulatory requirements. Many businesses hire lawyers to oversee the registration process and ensure that the company complies with all relevant state laws.
Before a company can go public by selling common stock to the public, it must first become a corporation. Corporations are subject to both federal and state taxes, and shareholders must report any dividend distributions on their income tax returns. The two most common types of corporations are C-corporations and S-corporations. A C- corporation is an independent legal entity separate from its owners, while an S- corporation can have up to 100 shareholders and operates similarly to a partnership.
One advantage of a corporate structure is the ability to raise capital by selling stock to the public. Additionally, the corporate form provides limited personal liability protection, shielding the owners from the company’s debts and obligations. However, a corporation also comes with more requirements, such as meetings, voting, and director elections, and it is more expensive to set up than a sole proprietorship or partnership.
Conclusion
In conclusion, selecting the right business structure is crucial because it affects various aspects of your business, including tax payments, fundraising, paperwork, and personal liability. Therefore, it is important to carefully consider your options before registering your business with the state. Additionally, you may need to obtain a tax identification number and necessary licenses and permissions. It's worth noting that changing your business structure in the future maybe possible, but limitations based on your location may arise, which could have tax implications and lead to unexpected dissolution or other issues.
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