Acronyms and legal language can cause a lot of confusion while selecting a business’ structure. At the time of payment of taxes, the structure that is selected should prove to be the most beneficial for the business and this basic guide can help achieve that.
For any specific operation, the type of business entity that is most suitable has to be decided upon. This is an issue that all owners of new business are faced with at some point of time. There are two aspects that have to be dealt with by the majority of entrepreneurs, in this respect.
1. Liability, according to law. The assets of the entrepreneurs as well as the assets of the business may be vulnerable to general business liabilities and protection of the best kind has to be arranged for against these.
2. Concerns related to tax: With regard to the chosen business entity, the entrepreneur has to figure out how to obtain the tax breaks of the best kind.
The entrepreneurs’ business attorney, business partners and the entrepreneurs themselves can decide upon what to do about liability. Leading ideas for tax saving are largely aimed at addressing the second aspect i.e. concerns related to high taxes.
Ways of Tax Saving with Various Business Entities
The operations of all small businesses and their failure or success are influenced profoundly by confiscatory tax laws and this is learnt quickly by the owners of new businesses. Stringent tax laws and the IRS eating up the results of the hard work put in is what owners of small businesses are looking to avoid and at gaining all breaks that they can, according to the law. It can often appear to them, however, that tax professionals have to be approached for strategy planning, in order to attain the best possible results, since laws pertaining to tax have reached a level of complexity that can be painful. In an environment that tends to change constantly, the best options regarding the saving of tax is a subject that the tax professionals often do not agree upon among themselves, interestingly.
The Distinctions among the Entities
Certain basic considerations related to tax have to be known, before the different business entities and the specific benefits as well as difficulties, in terms of tax, related to these are discussed.
- Corporation
- General partnership
- Limited partnership
- Sole proprietorship
- Limited liability company
Corporation
When the respective state is filed an application with, for a charter, the formation of a corporation is possible even when there is only one incorporator. As against the individuals that its operations are carried out by and by whom it is created, the corporation is a separate legal entity that has been created artificially. That is how it differs from the partnerships explained about earlier.
The facts that are recorded by the incorporator, when an application is filed, include:
- The stock-holders’ privileges and rights, according to the stock’s class
- The corporation’s authorization to issue stock, in terms of quantity and category
- The incorporators’ addresses and names
- The corporation’s intended purpose
In a business operation’s early stages, the business owner would not want an additional tax burden to be created. However, that is exactly what can happen when the business is in the form of a corporation and is among the disadvantages of operating as a corporation. Other disadvantages include the additional requirements in terms of administrative details and record keeping, for the business owners. So, in particular situations, drawbacks have to be dealt with in the case of a corporation.
Since the corporation is a separate legal entity, as against those who operate it, the existence of the corporation is separate from theirs. On account of that, the corporation’s actions do not entail legal liabilities for the shareholders. When a corporation is to be set up, certain costs have to be incurred and this is the factor that provides motivation for the incurrence of those costs most commonly, apart from reasons of tax.
However, for a business to be carried out, the corporation can often be a vehicle that is quite attractive and the reasons for that include the following.
- Investment capital can be raised. The shares being transferable easily and the liability being limited enable a corporate entity to catch the attention of new investors more easily. Stock exchanges and brokerage firms are sought services from to manage public offerings of substantial size, even as new investors may directly be transferred stock to, when the quantities are smaller.
- Shares are transferable. For any shares that are to be disposed of in any way, including though the sale of such shares, the shareholder can sign over and endorse at the place indicated for the purpose, on the relevant stock certificates’ reverse. So, ownership can be transferred in an efficient and quick manner. Shares of stock that are held by individuals represent their privileges and rights, in the case of corporations. For partnerships and proprietorships, however, ownership changes tend to involve administrative steps like the drawing up of new deeds and the re-titling of property. So, a costly and cumbersome process has to be followed in the case of partnerships and proprietorships, in order to divest ownership. These factors come into play when ownership interest is to be given away to another member of the family, transferred to another person or to be sold.
- Life is indefinite. A corporation can continue to exist for an indefinite period of time, if not stated otherwise. Until a corporation becomes bankrupt, merges into some other business, or the goal for which it was set up is achieved, it can go on indefinitely. Any particular individual’s life or death does not limit the corporation’s life, as may be the case with a partnership or proprietorship.
The corporation being the form of business entity has its own advantages and disadvantages. Double taxation is one of the main drawbacks for a C corporation of the ordinary kind. The Internal Code’s subchapter S is opted for by a number of owners of businesses, for their corporations to be operated under. Income can be passed through to individual shareholders in this kind of entity, which may also be called an S corporation.
Certain basic considerations related to tax have to be known, before the different business entities and the specific benefits as well as difficulties, in terms of tax, related to these are discussed.
- Corporation
- General partnership
- Limited partnership
- Sole proprietorship
- Limited liability company
Corporation
When the respective state is filed an application with, for a charter, the formation of a corporation is possible even when there is only one incorporator. As against the individuals that its operations are carried out by and by whom it is created, the corporation is a separate legal entity that has been created artificially. That is how it differs from the partnerships explained about earlier.
The facts that are recorded by the incorporator, when an application is filed, include:
- The stock-holders’ privileges and rights, according to the stock’s class
- The corporation’s authorization to issue stock, in terms of quantity and category
- The incorporators’ addresses and names
- The corporation’s intended purpose
In a business operation’s early stages, the business owner would not want an additional tax burden to be created. However, that is exactly what can happen when the business is in the form of a corporation and is among the disadvantages of operating as a corporation. Other disadvantages include the additional requirements in terms of administrative details and record keeping, for the business owners. So, in particular situations, drawbacks have to be dealt with in the case of a corporation.
Since the corporation is a separate legal entity, as against those who operate it, the existence of the corporation is separate from theirs. On account of that, the corporation’s actions do not entail legal liabilities for the shareholders. When a corporation is to be set up, certain costs have to be incurred and this is the factor that provides motivation for the incurrence of those costs most commonly, apart from reasons of tax.
However, for a business to be carried out, the corporation can often be a vehicle that is quite attractive and the reasons for that include the following.
- Investment capital can be raised. The shares being transferable easily and the liability being limited enable a corporate entity to catch the attention of new investors more easily. Stock exchanges and brokerage firms are sought services from to manage public offerings of substantial size, even as new investors may directly be transferred stock to, when the quantities are smaller.
- Shares are transferable. For any shares that are to be disposed of in any way, including though the sale of such shares, the shareholder can sign over and endorse at the place indicated for the purpose, on the relevant stock certificates’ reverse. So, ownership can be transferred in an efficient and quick manner. Shares of stock that are held by individuals represent their privileges and rights, in the case of corporations. For partnerships and proprietorships, however, ownership changes tend to involve administrative steps like the drawing up of new deeds and the re-titling of property. So, a costly and cumbersome process has to be followed in the case of partnerships and proprietorships, in order to divest ownership. These factors come into play when ownership interest is to be given away to another member of the family, transferred to another person or to be sold.
- Life is indefinite. A corporation can continue to exist for an indefinite period of time, if not stated otherwise. Until a corporation becomes bankrupt, merges into some other business, or the goal for which it was set up is achieved, it can go on indefinitely. Any particular individual’s life or death does not limit the corporation’s life, as may be the case with a partnership or proprietorship.
The corporation being the form of business entity has its own advantages and disadvantages. Double taxation is one of the main drawbacks for a C corporation of the ordinary kind. The Internal Code’s subchapter S is opted for by a number of owners of businesses, for their corporations to be operated under. Income can be passed through to individual shareholders in this kind of entity, which may also be called an S corporation.
General Partnership
Similar to a sole proprietorship, the commencement of a general partnership is a process that can be relatively simple. There is hardly any requirement for any formalities or costs. However, it is always advisable to have drafted a partnership agreement that is rather detailed, when a business venture is to be entered into with another individual.
Included in the matter that should be put into written form are the following:
- Since there often is such a requirement, the dissolution method for the partnership should be documented
- The way in which new partners can be added and disputes, if and when these arise, can be resolved
- The salary and cash withdrawal authorization
- The way in which losses or profits are to be shared
- The partners’ duties and rights
- The up front contribution that is expected from each partner in the form of capital
Limited Partnership
There is a basic difference between a general partnership and a limited partnership, although there are many similarities between these. Since the amount of investment made by a limited partner limits his or her legal liability with regard to the business, the law protects the limited partner to that extent. If the company were to go out of business, the limited partner is shielded against debt, on that account, even as he or she gets a share in the profits otherwise. As long as a passive role is played in the operation of the partnership by a limited partner, this protection remains in existence.
Similar to a sole proprietorship, the commencement of a general partnership is a process that can be relatively simple. There is hardly any requirement for any formalities or costs. However, it is always advisable to have drafted a partnership agreement that is rather detailed, when a business venture is to be entered into with another individual.
Included in the matter that should be put into written form are the following:
- Since there often is such a requirement, the dissolution method for the partnership should be documented
- The way in which new partners can be added and disputes, if and when these arise, can be resolved
- The salary and cash withdrawal authorization
- The way in which losses or profits are to be shared
- The partners’ duties and rights
- The up front contribution that is expected from each partner in the form of capital
Limited Partnership
There is a basic difference between a general partnership and a limited partnership, although there are many similarities between these. Since the amount of investment made by a limited partner limits his or her legal liability with regard to the business, the law protects the limited partner to that extent. If the company were to go out of business, the limited partner is shielded against debt, on that account, even as he or she gets a share in the profits otherwise. As long as a passive role is played in the operation of the partnership by a limited partner, this protection remains in existence.
Sole Proprietorship
Depending upon the jurisdiction or state in which the business is to be based, a few formalities of the minor kind may have to be completed, while a sole proprietorship is being set up. The starting of a sole proprietorship does not involve any specific costs or any extensive prerequisites. In order to establish a business operation, the simplest and fastest way is considered to be sole proprietorship.
All such business entities have to complete the formalities that are applicable to all of these, like:
- A registration number or franchise has to be applied for, for the operation. Regulatory matters like sales tax collection are monitored by the state agency, by making use of the registration number.
- A business license has to be secured.
- For the place of business, a permit for occupancy has to be acquired
No matter which state business is being done in, an accountant’s or attorney’s help is generally not required for completing these procedures, since these are quite simple. The responsibility and full control for the business rests with the person that starts it, unless it operates in a community property state where half of the interest is vested with the spouse. Otherwise, that person is the sole owner.
Limited Liability Company
The problems related to tax that may have to be faced by a regular corporation can be avoided by small businesses by opting to be a business entity known as the S corporation, as mentioned before. Another alternative that is being seen as viable and being adopted frequently is the Limited Liability Company (LLC). The professional organizations dealing with these entities as well as the different state laws that are relevant are becoming increasingly clear about these and that has helped development.
The LLC is said to be the choice that is preferred, in situations such as the following.
- Subchapter S cannot be qualified for by the entity.
- Burdensome liabilities related to corporate tax would rather be replaced with a ‘one time’ tax to be paid by the owners
- A major concern is constituted by protection against legal liability
For the purposes of determining tax, S corporations and LLCs are treated alike in a number of respects. Just like a partnership, an LLC can be imposed one time tax upon, whereas, like a corporation, it can provide legal protection. So, a hybrid entity is a fairly good way to describe an LLC.
The LLC, however, has an edge over an S corporation, as illustrated by the following.
- Without any tax liability that is not planned having to be incurred, assets can be taken out of the business by owners much more easily in an LLC
- In a business in which the incurring of entity-related debt is relied upon to write off losses of the business, greater flexibility is available in an LLC
The advantages that an LLC has to offer in a specific state can be found out about from an accountant or a lawyer. The cost that is likely to be incurred for an LLC’s formation can be compared with that likely to be incurred for a corporation’s formation, with the help of these professionals. The LLC’s Articles of Organization have to be filed with the secretary of state, using a single-page, simple document in some states, in order to establish an LLC.
Apart from some operations involving professional services and the insurance and banking businesses, any business that is lawful can be entered into through the formation of an LLC. A separate identity is attained by an LLC, when the relevant state agency is filed articles of organization with. The taxation for an LLC is quite akin to that for a partnership and many of the problems faced by corporations, with respect to tax, are not faced by an LLC, even though it is quite alike corporations in many respects.
As posted on Mastermind Forums.
Depending upon the jurisdiction or state in which the business is to be based, a few formalities of the minor kind may have to be completed, while a sole proprietorship is being set up. The starting of a sole proprietorship does not involve any specific costs or any extensive prerequisites. In order to establish a business operation, the simplest and fastest way is considered to be sole proprietorship.
All such business entities have to complete the formalities that are applicable to all of these, like:
- A registration number or franchise has to be applied for, for the operation. Regulatory matters like sales tax collection are monitored by the state agency, by making use of the registration number.
- A business license has to be secured.
- For the place of business, a permit for occupancy has to be acquired
No matter which state business is being done in, an accountant’s or attorney’s help is generally not required for completing these procedures, since these are quite simple. The responsibility and full control for the business rests with the person that starts it, unless it operates in a community property state where half of the interest is vested with the spouse. Otherwise, that person is the sole owner.
Limited Liability Company
The problems related to tax that may have to be faced by a regular corporation can be avoided by small businesses by opting to be a business entity known as the S corporation, as mentioned before. Another alternative that is being seen as viable and being adopted frequently is the Limited Liability Company (LLC). The professional organizations dealing with these entities as well as the different state laws that are relevant are becoming increasingly clear about these and that has helped development.
The LLC is said to be the choice that is preferred, in situations such as the following.
- Subchapter S cannot be qualified for by the entity.
- Burdensome liabilities related to corporate tax would rather be replaced with a ‘one time’ tax to be paid by the owners
- A major concern is constituted by protection against legal liability
For the purposes of determining tax, S corporations and LLCs are treated alike in a number of respects. Just like a partnership, an LLC can be imposed one time tax upon, whereas, like a corporation, it can provide legal protection. So, a hybrid entity is a fairly good way to describe an LLC.
The LLC, however, has an edge over an S corporation, as illustrated by the following.
- Without any tax liability that is not planned having to be incurred, assets can be taken out of the business by owners much more easily in an LLC
- In a business in which the incurring of entity-related debt is relied upon to write off losses of the business, greater flexibility is available in an LLC
The advantages that an LLC has to offer in a specific state can be found out about from an accountant or a lawyer. The cost that is likely to be incurred for an LLC’s formation can be compared with that likely to be incurred for a corporation’s formation, with the help of these professionals. The LLC’s Articles of Organization have to be filed with the secretary of state, using a single-page, simple document in some states, in order to establish an LLC.
Apart from some operations involving professional services and the insurance and banking businesses, any business that is lawful can be entered into through the formation of an LLC. A separate identity is attained by an LLC, when the relevant state agency is filed articles of organization with. The taxation for an LLC is quite akin to that for a partnership and many of the problems faced by corporations, with respect to tax, are not faced by an LLC, even though it is quite alike corporations in many respects.
As posted on Mastermind Forums.
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