This article covers US structures. If you are in the UK, I have written another article for your legislation. Just click here for the article.
Starting a business involves many decisions. What industry? What location? What do you intent to sell? A less obvious question, however, it what type of business entity do you choose? You can either decide to start a sole Proprietor, partnership or incorporate a company. Below I have explained what they are, distinguishing between the different types of company, and the pros and cons of each of them. So, lets start with …
Sole Proprietor
A Sole Proprietorship is an unincorporated business owned by a single person.
Pros -
- Easy to form. Just contact your local city or county clerk’s office.
- You get all the profits.
- You have full control. You make all the decisions.
- Simple accounting taxes. Income is taxed on a personal level and you don’t need to prepare a Balance Sheet.
Cons -
- Unlimited liability. You are responsible for all the business’ debts. This makes your personal assets (such as house and car) at risk.
- You are the business. If you don’t work you don’t get paid, even if your ill.
- Limited to your finances, skill set, expertise and contacts.
- It can get lonely unless you employ someone.
Partnership
A Partnership is an unincorporated business owned by two or more people, generally less than 20.
Pros -
- Additional skills, expertise, contacts, ideas and capital. This opens up opportunities.
- Shared responsibility.
- Easy to set up.
- Accounts are private.
Cons -
- Unlimited liability. Personal assets and finances are at risk.
- Potential conflicts and disagreements.
- Shared profits.
- Shared control.
Limited Liability Company (LLC)
A Limited Liability Company (LLC) is a business structure allowed by state statute. It’s a mix between proprietorship/partners and corporations.
Pros -
- Avoids double taxation.
- Limited Liability. You only risk losing the money you invested into the company.
- Fewer legal requirements than a corporation, such as necessary board meetings, and relatively easy to set up.
Cons -
- Some businesses cannot become LLCs. For example, insurance companies and banks. Some states don’t allow some industries to become LLCs, such as architects and accountants in California.
- Some states have special taxes for LLCs. Check with an accountant before deciding on a LLC.
- LLCs can’t be taken public.
S Corporation
S corporations are corporations that elect to pass corporate income, losses, deductions and credit through to their shareholders for federal tax purposes. But not all businesses can become S Corporations.
Pros -
- Limited liability. S Corporations are separate entities, so the owners are not responsible for the business’ debts.
- Easy to sell, as it is a separate entity.
- Tax savings. Shareholders are taxed at a lower income than employees.
- Some expenses incurred can be written off as business expenses.
Cons -
- Legal requirements are stricter. For example, there must be scheduled board and shareholder meetings and minutes must be kept.
- Strict shareholder rules.
- Cannot own subsidiaries.
- Shareholder-employees with more than 2% ownership loose tax free fringe benefits.
- Limited to one types of stock which limits freedom of profit distribution, unlike C Corporations.
Please go to the IRS website for more information and requirements for S Corporations.
C Corporation
A C Corporation is a separate legal entity from its shareholders (owners), unlike sole proprietorship and partnerships. This means it is able to sue, get sued, pay taxes and sign contracts itself.
Pros -
- Medical payments are deductible.
- Easy for investors to invest. C Corporations can also go public, which is attractive to investors.
- You can accumulate earnings for future expansion at a lower tax cost.
- Limited Liability
- Unlimited shareholders
- Easy to sell
- Can own subsidiaries
Cons -
- Lots of legislation and paperwork.
- Double taxation (corporate and personal), as the business is a separate entity.
- Solicitors and accountants would most likely be needed.
So, there we are. Now it’s up to you to weigh up the pros and cons of each and make a decision based on your situation. Whats right for you might not be right for someone else, so think about your needs and desires when making the decision. Also, I highly recommend that you seek the advice of a qualified solicitor and accountant before making a firm decision and going forward. Good luck.
So, until next time, take care.




