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There are many things to consider when organizing a
business operation. Legal protection is is a very important
consideration when deciding what legal form a business
entity should take.
You should
learn all you can about these choices. You should also know
when to turn to experts who can help you understand issues
you may not have even known existed. You should talk
with an attorney and a tax pro for help with specific legal
and financial questions that could affect your own venture.
Below is a thumbnail sketch of some of the
characteristics of various business entities — sole
proprietorships, general partnerships, S Corporations, C
Corporations and Limited Liability Companies.
L I N K S:
Legal Forms
--
Power of Attorneys, Bill of Sale, Promissory Notes, Rental Application, Lease Agreement... and
more.
Washburn
Law Library--Legal forms, many free. Links to state
sites, forms for a fee, wealth of other information
including text of District, Circuit Court, etc. cases.
American
Incorporators
-- Incorporate Online for only $50 plus state fees.
What's Good and Bad about
each type
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Sole Proprietor:
Pro: Easy to set up, easy to run, the easiest for
first-time entrepreneurs to understand, and the easiest
to get out of.
Con: Unlimited personal liability, 15.3%
self-employment tax on all earnings up to $80,400.
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Partnership:
Pro: A good way to participating in a venture
with other individuals without having to deal with
payroll issues; partners can also get
"unequal" distributions of income if all
parties agree.
Con: Liability for the financial actions of all your
partners in the partnership; ordinary income from the
partnership is subject to self-employment tax; tracking
of partners' capital accounts balances can be
complicated.
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S Corp:
Pro: No Social Security or Medicare taxes on
profits or dividends from the corporation to
shareholders.
Con: Can't fully deduct your own health insurance or
benefits plan costs (only those of employees); you also
lose most of the benefits of the home office deduction
even if that's the only place where you operate your
business.
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C Corp:
Pro: 100%
deductible health insurance for employees, including
shareholders; potentially fully deductible medical
reimbursement and fringe benefits plans for all
employees, including shareholders; profits of up to
$50,000 annually are taxed at 15% if retained in the
corporation rather than at your, potentially higher,
personal income tax rate.
Con: If the corporation loses money, you don't get
to deduct it on your personal tax returns; if profits
that have been already taxed at the corporate level are
later distributed to you as dividends, you'll have to
again pay tax on that money.
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LLC: Read LLC
Basics
Pro: Owners get the limited liability features
of a corporation combined with the income-splitting
flexibility of a partnership; one-person LLCs can report
income on a Form Schedule C with personal tax returns.
Con: Owners get stuck with the same self-employment
tax treatment as partners and sole proprietors; states
may differ in their tax treatment of LLCs; lawyers worry
that there is little case law for what happens when an
LLC formed in one state gets sued for something that
happens in another state.
Check
your state's Department
of Revenue and Secretary
of State for specific filing requirements and tax
obligations.
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