Types of Business – Which Legal Structure Business is Right for You

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Starting a business and not sure which legal structure to choose? This comprehensive guide will walk you through the pros and cons of each option, with real-life examples and step-by-step instructions on how to register your business. Whether you're considering a sole proprietorship, partnership, LLC, corporation, or nonprofit organization, this article will give you the information you need to make an informed decision and set your business up for success.

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Table of Contents

Introduction

Are you ready to embark on the exciting journey of starting your own business? Congratulations! But, let’s face it, the road ahead can be daunting, especially when it comes to navigating the maze of legal structures. Do you go solo with a sole proprietorship, join forces with a partnership, or opt for the protection of a limited liability company (LLC) or corporation? Perhaps a non-profit organization is the right choice for you. The good news is that each structure offers its own unique set of benefits and challenges. So, let’s take a closer look and find the perfect fit for your business success!

That’s where we come in. In this comprehensive guide, we’ll break down the pros and cons of each legal structure and provide real-life examples to help you make an informed decision. Plus, we’ll give you step-by-step instructions on how to register your business, so you can feel confident and prepared as you embark on your entrepreneurial journey. Let’s dive in!

Comparing Legal Structures

When choosing a legal structure for your business, it’s essential to consider the advantages and disadvantages of each option.

Legal StructureLiability ProtectionTaxationManagementOwnership
Sole ProprietorshipUnlimited personal liabilityIndividual tax ratesOwner has complete controlOwner
PartnershipUnlimited personal liabilityPass-through taxationShared control and decision-makingPartners
CorporationLimited liability protectionDouble taxation (C Corporation) or Pass-through taxation (S Corporation)Board of DirectorsShareholders
LLCLimited liability protectionPass-through taxationMember-managed or manager-managedMembers

Ultimately, the choice of legal structure depends on your business goals, the nature of your business, and your individual circumstances.

Sole Proprietorship

A sole proprietorship is the simplest and most common legal structure for small businesses. In a sole proprietorship, the business is owned and operated by one person. The owner is personally liable for all the debts and obligations of the business.

Advantages:

  • Easy and inexpensive to set up
  • No separate tax return required
  • The owner has complete control over the business

Disadvantages:

  • The owner is personally liable for all the debts and obligations of the business
  • Difficult to raise capital
  • Limited life of the business

Example on when a sole proprietorship makes sense: 

Sole proprietorship: A sole proprietorship can be a good choice for freelancers, consultants, or individuals who are starting a small business on their own. For example, a freelance writer or graphic designer might choose to operate as a sole proprietor.

How to go about registering a sole proprietorship: 

Registering a sole proprietorship is generally the easiest and most straightforward option. In most cases, you simply need to register your business name with your state or local government, obtain any necessary permits or licenses, and obtain a tax ID number from the IRS. The specific requirements for registering a sole proprietorship can vary depending on your location, so it’s a good idea to consult with your state or local government for guidance.

Common misconceptions about a sole proprietorship:

  1. Sole proprietorships are not real businesses. A sole proprietorship is a legitimate business structure that can be used to run a successful business.

  2. Sole proprietorships are not profitable. Many successful businesses are run as sole proprietorships, and they can be just as profitable as other business structures.

  3. Sole proprietorships are not legal entities. Although a sole proprietorship is not a separate legal entity like a corporation, it is still a legal structure recognized by the government.

  4. Sole proprietorships are not scalable. While it can be challenging to scale a sole proprietorship, it is possible to grow your business by hiring employees, outsourcing work, or expanding your product or service offerings.

  5. Sole proprietorships have no liability protection. Although a sole proprietorship does not offer the same level of liability protection as other business structures, such as corporations or LLCs, it does provide some protection for personal assets. Additionally, liability insurance can be purchased to further protect against lawsuits.

Partnership

A partnership is a legal structure in which two or more people own and operate a business together. In a partnership, the partners share the profits and losses of the business.

General Partnership

In a general partnership, all partners are equally responsible for the management and financial obligations of the business.

Pros:

  • Relatively easy to establish
  • Shared decision-making and responsibility
  • Potential for greater financial resources

Cons:

  • Unlimited personal liability for each partner
  • Potential for disputes and disagreements
  • Limited growth potential

Limited Partnership

A limited partnership consists of general partners, who manage the business and assume liability, and limited partners, who contribute capital but do not participate in management and have limited liability.

Pros:

  • Attracts investors with limited liability
  • General partners maintain control over business operations
  • Flexible allocation of profits and losses

Cons:

  • Complex structure and higher setup costs
  • Limited partners cannot participate in management
  • General partners have unlimited liability

Partnership General Advantages:

  • Easy and inexpensive to set up
  • Shared management and decision-making
  • No separate tax return required

Partnership General Disadvantages:

  • Each partner is personally liable for the debts and obligations of the business
  • Partners may disagree on important decisions
  • Limited life of the business

Example on when a partnership makes sense: 

A partnership can be a good choice for two or more individuals who are starting a business together. For example, two friends might choose to start a restaurant together and operate as a partnership.

How to go about registering a partnership: 

To register a partnership, you will typically need to file a partnership agreement with your state government. This agreement should outline the roles and responsibilities of each partner, as well as the distribution of profits and losses. You will also need to obtain any necessary permits or licenses, and obtain a tax ID number from the IRS. You can also do this online here.

Common misconceptions about a partnership:

  1. Partnerships are only for family and friends. While it’s true that some partnerships are formed between family members or friends, many successful partnerships are formed between individuals who are not related or previously acquainted.

  2. Partnerships are only for small businesses. Partnerships can be an excellent choice for businesses of any size, from small startups to large corporations.

  3. Partnerships are easy to manage. Managing a partnership requires a great deal of communication, trust, and cooperation between partners. It’s important to establish clear roles and responsibilities and to have a plan for resolving conflicts.

  4. Partnerships are less expensive than other legal structures. While partnerships can be less expensive to set up than corporations, they can be more costly to operate due to the need for increased communication and the potential for disagreements among partners.

  5. Partnerships are not as formal as other legal structures. While partnerships are less formal than corporations, they still require a formal agreement outlining the terms of the partnership, including each partner’s responsibilities, profit sharing, and dispute resolution procedures.

Limited Liability Company (LLC)

A limited liability company (LLC) is a hybrid legal structure that combines the benefits of a partnership and a corporation. In an LLC, the owners are not personally liable for the debts and obligations of the business.

Advantages:

  • Limited personal liability for the owners
  • Flexible management structure
  • Pass-through taxation

Disadvantages:

  • More expensive to set up and maintain than a sole proprietorship or partnership
  • More complex than a sole proprietorship or partnership
  • Limited life of the business

Example on when a LLC makes sense: 

An LLC can be a good choice for small business owners who want limited liability protection but also want the flexibility of a partnership. For example, a small retail business with two or more owners might choose to operate as an LLC.

How to go about registering a LLC:

To register an LLC, you will typically need to file articles of organization with your state government. These articles should outline the ownership structure of the LLC and the roles and responsibilities of each member. You will also need to obtain any necessary permits or licenses, and obtain a tax ID number from the IRS. You can also do this online here.

Common misconceptions about an LLC:

  1. LLCs are only for large businesses. While LLCs are commonly used by larger businesses, they can also be an excellent choice for smaller businesses, as they offer liability protection and pass-through taxation.

  2. LLCs are not real businesses. LLCs are a legitimate business structure recognized by the government and can be used to run a successful business.

  3. LLCs are only for single-member businesses. While LLCs can be used by single-member businesses, they can also be used by multiple-member businesses. The structure allows for flexibility in ownership and management.

  4. LLCs do not offer liability protection. LLCs offer limited liability protection, meaning that the personal assets of the members are protected from business debts and obligations. However, it’s important to note that there are some situations where members may be held personally liable, such as in cases of fraud or illegal activities.

  5. LLCs are too complicated. While setting up an LLC requires some paperwork and legal fees, the process is relatively straightforward. Additionally, many states offer online filing options to make the process even easier.

Corporation

A corporation is a legal structure in which the business is a separate legal entity from the owners. In a corporation, the owners are not personally liable for the debts and obligations of the business.

Advantages:

  • Limited personal liability for the owners
  • Easier to raise capital
  • Unlimited life of the business

Disadvantages:

  • More expensive to set up and maintain than a sole proprietorship or partnership
  • More complex than a sole proprietorship or partnership
  • Double taxation on profits

Example on when a Corporation makes sense:

A corporation can be a good choice for larger businesses that want to raise money by selling stock and have a formal management structure. For example, a tech company that is planning to go public might choose to incorporate.

How to go about registering a corporation:

To register a corporation, you will typically need to file articles of incorporation with your state government. These articles should outline the ownership structure of the corporation, as well as the roles and responsibilities of the board of directors and officers. You will also need to obtain any necessary permits or licenses, and obtain a tax ID number from the IRS. You can also do this online here.

Common misconceptions about a corporation:

  1. Corporations are only for big businesses. While it’s true that many large businesses are structured as corporations, smaller businesses can also benefit from the liability protection and other advantages offered by a corporation.

  2. Corporations are expensive to set up and maintain. While there are some costs associated with setting up and maintaining a corporation, these costs may be outweighed by the benefits of the structure, such as limited liability protection and the ability to raise capital through stock issuance.

  3. Corporations are only for shareholders. While shareholders do play an important role in a corporation, the structure also includes a board of directors and officers who are responsible for managing the day-to-day operations of the business.

  4. Corporations are not flexible. While corporations do have more formal requirements than other business structures, they can still be flexible in terms of management, ownership, and other aspects of the business.

  5. Corporations are not environmentally or socially responsible. While some corporations have been criticized for their environmental and social practices, many companies have taken steps to become more socially and environmentally responsible. Additionally, incorporating as a Benefit Corporation (B Corp) can provide legal protection for companies that prioritize social and environmental responsibility.

Nonprofit Organization

A nonprofit organization is a legal structure in which the business is operated for a charitable or educational purpose. In a nonprofit organization, the profits are reinvested into the business, rather than distributed to the owners.

Advantages:

  • Tax-exempt status
  • Eligible for grants and donations
  • Limited personal liability for the owners

Disadvantages:

  • Limited ability to raise capital
  • Restricted activities and purposes
  • More complex than a sole proprietorship or partnership

Example on when a non-profit organization makes sense:

A nonprofit organization can be a good choice for businesses that have a social or charitable mission and do not intend to distribute profits to the owners. For example, a charitable organization that provides assistance to low-income families might choose to operate as a nonprofit.

How to go about registering a non-profit organization:

To register a nonprofit organization, you will typically need to file articles of incorporation or other formation documents with your state government. These documents should outline the mission and purpose of the organization, as well as the governance structure. You will also need to obtain tax-exempt status from the IRS by filing Form 1023 or Form 1023-EZ. Additionally, you will need to obtain any necessary permits or licenses. This all can be done online here.

Common misconceptions about non-profit organizations:

  1. Non-profits cannot generate profits. While non-profit organizations are not focused on generating profits for shareholders, they can generate revenue to fund their operations and support their mission.

  2. Non-profits are not allowed to lobby or engage in political activity. While non-profits are restricted from engaging in partisan political activity, they are allowed to engage in lobbying and advocacy efforts to further their mission and influence public policy.

  3. Non-profits do not pay taxes. While non-profits are exempt from federal income taxes, they may still be subject to other taxes, such as payroll taxes or state and local taxes.

  4. Non-profits cannot pay their employees. Non-profit organizations can and do pay their employees, as well as provide other compensation and benefits.

  5. Non-profits do not have to be transparent. Non-profit organizations are required to file annual reports with the IRS and make them available to the public, providing transparency and accountability for their operations and finances.


FAQ’s

Q1: What is the difference between a sole proprietorship and a partnership? A: In a sole proprietorship, the business is owned and operated by one person, while in a partnership, the business is owned and operated by two or more people. In a sole proprietorship, the owner is personally liable for all the debts and obligations of the business, while in a partnership, each partner is personally liable for the debts and obligations of the business.

Q2: Can I change my legal structure after I have started my business? A: Yes, you can change your legal structure at any time. However, it’s important to consult with an attorney or accountant before making any changes to ensure that you are making the best decision for your business.

Q3: What is pass-through taxation? A: Pass-through taxation is a type of tax treatment in which the profits and losses of the business are passed through to the owners’ personal tax returns. This means that the business itself is not taxed, but the owners are taxed on the profits and losses of the business.

Q4: Can I operate a business as a nonprofit organization and still make a profit? A: Yes, a nonprofit organization can still make a profit, but the profits must be reinvested into the business, rather than distributed to the owners.

Q5: Is it necessary to have a legal structure for my business? A: Yes, it is necessary to have a legal structure for your business. Without a legal structure, your business would not be recognized as a separate legal entity, and you would not have limited liability protection.

Conclusion

Pheeww… Quite a lot of information, I know. Personally if I would start a new business and don’t know which legal structure I need I would get in touch with an attorney. Choosing the right legal structure for your business is a critical decision that will affect many aspects of your business. Consider the advantages and disadvantages of each legal structure carefully before making a decision. 

Further Reading:

Starting a Business? Here’s Your Step-by-Step Checklist to Ensure Success
Starting a Partnership: All Legal Aspects You Need to Know
Starting a Sole Proprietorship: Everything you need to know!
The Ultimate Guide to Starting an LLC
Starting a corporation – A brief guide
Non-Profit Organizations 101: What You Need to Know Before Starting Your Own

References:

#Link
1https://www.irs.gov/businesses/
2https://www.sba.gov/
3https://www.nolo.com/legal-encyclopedia/
  
  

About the author

Manuel has been a paralegal expert for more than 15 years and works for one of the largest law firm in the state of New York.

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