BUSINESS ENTITY FORMATION
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Imagine this: You have a GREAT business idea and you’re ready to get going.
What do you do next?
What you should do next is decide what type of business entity is ideal for what you are wanting to do and accomplish. Choosing the proper business entity for your business is vital to the success of your business idea.
With almost no exception, the best course of action is to organize as some type of legal business entity, not as a sole proprietor.
Do you want your home, personal bank account, and retirement savings on the line for a business liability? If the answer is no, then you do not want to be a sole proprietor.
WHAT TYPE OF ENTITY IS BEST FOR YOUR BUSINESS?
Many factors come into play when deciding what type of entity is right for your business: the extent of protection from personal liability that you are seeking, the desired tax treatment of your business profits and take-home income, management structure, whether you anticipate adding future equity partners, capitalization, and more.
State laws determine how particular entities should be set up and conduct their business. These laws are very specific and set out the legal responsibility of each business form.
In addition, depending on your county and locale, other taxing authorities and regulatory agencies may also have regulations with which your business must comply.
WE TURN OVER EVERY STONE
We ask you the questions you may not even know to ask so that you do not worry that you are missing something.
And then we discuss your options with you in a way that allows you to know you are making informed decisions about the common questions that come up with proper business planning:
- Where to form your entity
- What type of entity to form
- How to set up your bank accounts
- What type of insurance you should have and how much you need
- Which agreements you need immediately and which can wait
- How to protect your intellectual property now and whether to own it in a separate entity from your operating assets
- How to work with your CPA for maximum tax savings, and more
A QUICK DEBRIEF ON THE MOST COMMON BUSINESS STRUCTURES
- A general partnership is a business in which all partners participate fully in running the business and share equally in profits and losses. While forming a general partnership is easy (typically there are no filing fees or filing formalities), partners of a general partnership are typically all equally and personally liable for all debts and obligations of the general partnership.
- A limited liability partnership (LLP) is like a general partnership in that the LLP allows all the partners to take an active role in the management of the business. However, unlike a general partnership, the LLP offers partners some liability protection from actions of the other partners and the partnership and the partnership employees. LLPs are most often used by groups of professionals such as doctors, accountants or architects.
- A limited partnership is a partnership comprised of one or more persons who control the business as general partners and one or more persons as limited partners who contribute capital and share profits but who do not manage the business and are liable only for their amount of their contribution to the limited partnership.
- A limited liability limited partnership (LLLP) is a limited partnership which registers with the Secretary of State as an LLLP. One benefit of registration is to limit the vicarious liability of the general partners in the same fashion that registration as an LLP limits the liability of the general partners of a general partnership.
- A limited liability company (LLC) is a statutorily created entity comprised of members with limited liability. Limited liability companies can be managed by either their members or managers. This is the most common form of entity formation for entrepreneurs and professionals.
- A corporation is an entity that provides limited liability for shareholders and centralization of management.
- An S-Corporation is not an entity type in and of itself. Instead, “S-Corporation” is a status for tax purposes only. Both an LLC and a corporation can elect S-Corporation status for purposes of tax treatment. S-corp status means that the entity is a “pass-through entity.” All profits and losses of the business entity are passed through to the owners on their personal tax returns in their respective ownership proportions, regardless of how much money was actually distributed to each owner during the calendar year. S-corp status is a favorite planning tool for many business owners because it allows you to take a salary (which is always subject to self-employment tax) but the distributions are not subject to self-employment tax, giving you the opportunity for substantial savings and more financial flexibility to continue building the business you love.
We go over all of the above, and a lot more, during your LIFT Your Life and Business Planning Session. Schedule today!