Business Legal Structure

Once the business plan is in place, you get to move on to the even less romantic part — the paperwork and legal activities. This includes things like determining the legal structure of your business, nailing down your business name, registering with the government, and — depending on your business structure and industry — getting a tax code, a business license, and/or a seller’s permit.

Furthermore, businesses are regulated on the federal, the state, and sometimes even local level. It’s important to check what’s required on all three of those levels. When you register your business with the government, be sure you’re covering registration on all the levels required for your business’ location. Your business won’t be a legal entity without checking these boxes, so stay on top of it.

Below, you’ll find a brief explanation of what goes into each one of these steps, along with links to helpful resources where you can dig in to the details. (Note: These steps are for starting a business in the U.S. only.)

A sole proprietorship is a business that’s owned and run by one person, where the government makes no legal distinction between the person who owns the business and the business itself. It’s the simplest way to operate the business. You don’t have to name your business anything other than your own, personal name, but if you want to, you can give it its own distinctive name by registering what’s called a Doing Business Name (DBA). (We’ll get back to that in the “How to Register a Business Name” section.)

It’s easy and inexpensive to create a sole proprietorship because there’s only one owner, and that owner has complete control over all business decisions. Tax preparation is also pretty simple since a sole proprietorship is not taxed separately from its owner.

It can be dramatically more difficult to raise money and get investors or loans because there’s no legal structure that promises repayment if the business fails. Also, since the owner and the business are legally the same, the owner is personally liable for all the debts and obligations of the business.

The individual proprietor owns and manages the business and is responsible for all transactions, including debts and liabilities. Income and losses are taxed on the individual’s personal income tax return at ordinary rates. In addition, you are also subject to payroll taxes, or self-employment taxes, on the money you earn.

A partnership is a single business where two or more people share ownership, and each owner contributes to all aspects of the business as well as shares in the profits and losses of the business.

It’s generally pretty easy to form a business partnership, and it doesn’t tend to be super expensive, either. Having two or more people equally invested in the business’ success allows you to pool resources. It also means you have access to more than one person’s skill set and expertise.

Just like a sole proprietor, partners have full, shared liability if the business goes south. That also means that partners aren’t just liable for their own actions, but also the actions of their partner(s). There is a variant on partnerships called a limited liability partnership, or LLP, that protects against that — which is how most law firms are organized, for example. Finally, when more than one person is involved in decisions, there’s room for disagreement — which means it’s important to have an explicit agreement over how the obligations and earnings will be split, especially if/when things go wrong.

A legal entity that is separate and distinct from its owners, and has most of the rights and responsibilities that an individual possesses (to enter into contracts, loan and borrow money, sue and be sued, hire employees, own assets, and pay taxes.) It’s more complex than the other business structures, and it’s generally suggested for larger, established companies with multiple employees.

They make seeking venture financing easy. They also provide the best protection for personal assets, as the founders, directors, and stockholders are (usually) not liable for the company’s debts and obligations – only the money and resources they’ve personally invested.

Because they’re much more complex than other business structures, they can have costly administrative fees, and more complicated tax and legal requirements.

Corporations are required to pay federal, state, and in some cases, local taxes. There are two different types of corporations: “C corporations” and “S corporations.” C corporations are subject to double taxation – so any profit a C corporation makes is taxed to the corporation when earned, and then is taxed to the shareholders when distributed as dividends.

The corporation does not get a tax deduction when it distributes dividends to shareholders. Shareholders cannot deduct any loss of the corporation, but they are also not responsible directly for taxes on their earnings – just on the dividends they give to shareholders.

 

Rakesh

Rakesh is a writer. His books and stories have been bestsellers in USA as well as internationally, with his work being translated into other languages and selling millions of copies outside her native country. He express his views on various topics through this website.

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