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Organizing  Business Entities


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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

 

Business and Legal Forms

Financial Record Keeping Kits
Invoices
Payroll Kits
Asset Purchase Agreements
Business Plan Confidentiality Agreement
Business Plans
Invoice
Joint Venture Agreement
Payroll Kit
Spanish Forms
Amendment to Contract
Arbitration Agreements
Assignment of Contract
Employment Contracts
Employment Contracts/Employment Agreement - Independent Contractor
Employment Contracts/Employment Agreement - Long Form
Employment Contracts/Employment Agreement - Short Form
Mutual Rescission of Contract
Notices
Notices/Notice of Assignment of Contract
Notices/Notice of Breach of Contract
Sale of Business Contract
Sale of Business Contract/Sale of Business
Sale of Business Contract/Sale of Business Assets
Sale Of Goods Contracts
Sale Of Goods Contracts/Sale of Good Contract (Basic)
Sale Of Goods Contracts/Sale Of Goods Contract (Standard)
Sale Of Goods Contracts/Sale Of Goods on Consignment
Waiver of Condition
Waiver of Counsel