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In this chapter, you will:
1. Explain the advantages and disadvantages of sole proprietorships and partnerships.
2. Describe the similarities and differences of C corporations and S corporations.
Understand the characteristics of a limited liability company.
Explain the process of creating a legal entity for a business.
When an entrepreneur makes the decision to launch a business, one of the first issues he or she faces is choosing a form of ownership.
These are some of the factors entrepreneurs should consider when they evaluate different forms of ownership.
When it comes to organizing their businesses, entrepreneurs have a wide choice of forms of ownership, including sole proprietorship, general partnership, limited partnership, corporation, S corporation, and limited liability company. This figure provides a breakdown of these forms of ownership as a percentage of business.
This figure provides a breakdown of the different forms of ownership as a percentage of sales.
This figure provides a breakdown of the different forms of ownership as a percentage of net income.
The simplest and most popular form of ownership remains the sole proprietorship. A sole proprietorship, as its name implies, is a business owned and managed by one individual. Sole proprietorships make up 72% of all businesses in the United States.
Entrepreneurs considering the sole proprietorship as a form of ownership must be aware of its disadvantages.
A partnership is an association of two or more people who co-own a business for the purpose of making a profit. In a partnership, the co-owners (partners) share the business’s assets, liabilities, and profits according to the terms of a previously established partnership agreement (if one exists).
When no partnership agreement exists, the Revised Uniform Partnership Act (RUPA) governs a partnership.
Here are some of the advantages of the partnership.
When partners share in owning, operating, and managing a business, they are general partners.
Limited partners are financial investors in a partnership, cannot participate in the day-to-day management of a company, and have limited liability for the partnership’s debts.
Two types of limited partners are silent partners and dormant partners.
Here are some reasons to form a partnership.
A partnership is like a business marriage, and before entering into one, an entrepreneur should be aware of the disadvantages.
Many states now recognize limited liability partnerships (LLPs), in which all partners in a business are limited partners, giving them the advantage of limited liability for all of the partnership’s debts.
The corporation is the most complex of the three major forms of business ownership. It is a separate entity apart from its owners and may engage in business, make contracts, sue and be sued, own property, and pay taxes.
Follow these tips to avoid legal tangles in a corporation:
Identify the company as a corporation by using “Inc.” or “Corporation” in the business name.
File all reports and pay all necessary fees required by the state in a timely manner.
Hold annual meetings to elect officers and directors.
Keep minutes of every meeting (formal and informal) of the officers and directors.
In addition:
Be sure that the corporation’s board makes all major decisions.
Make it clear that the business is a corporation – officers should sign all documents in the corporation’s name.
Keep corporate assets and the personal assets of the owners separate.
Never sign or negotiate corporate documents, such as contracts and other agreements, or sign official corporate correspondence, as an owner or shareholder.
All large publicly traded companies and some small businesses are C corporations. C corporations are separate legal entities and therefore must pay taxes on their net income at the federal level, in most states, and to some local governments as well.
In 1954, the IRS Code created the Subchapter S corporation, more commonly known as S corporation or S Corp. Unlike C corporations, S corporations do not pay taxes on corporate income. Income earned by S corporations is passed through to the owners, just as it is in a sole proprietorship or a partnership.
Table 6.2 shows a comparison of the tax bill for a small company organized as a C corporation and the tax liability of the same company organized as an S corporation (or a limited liability company, which shares the same tax treatment as an S corporation).
A limited liability company (LLC), like an S corporation, offers its owners limited personal liability for the debts of the business, providing a significant advantage over sole proprietorships and partnerships.
Establishing and maintaining C corporations, S corporations, and LLCs can be costly and time-consuming.
An entrepreneur must decide among several forms of business ownership when launching a new business. Each form of ownership offers both advantages and disadvantages.