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hen starting a new company, choosing the proper business structure is critical. Your business structure will affect your tax obligations, personal liability, and much more.
In this article, we'll discuss the main types of business structures for small business owners, the pros and cons of each, and how you can choose the right one for your company.
Different Types of Business Structures
There are five business structures to choose from when you are setting up your small business:
- Sole Proprietorship
- Partnership
- C-Corporation (C-Corp)
- S-Corporation (S-Corp)
- Limited Liability Company (LLC)
Each structure has different tax and financial considerations, as well as different laws that govern them. Below we detail each of the five main types of business structures.
Sole Proprietorship
It's estimated that 73% of all businesses in the U.S. are structured as sole proprietorships. In other words, it's the most common type of business structure in the country.
- What is it: A sole proprietorship is an unincorporated business owned by one individual. This individual pays personal income tax on any earned profits. It is the simplest way to structure your business because even though you can function under a trade name, you don't need a separate business identity.
- Pros: It's easy to form, and you have complete control of your business as the sole owner.
- Cons: You'll be personally liable for all aspects of the business, and your personal assets may be at stake if someone decides to sue your company. It's also harder to raise money - banks are less likely to lend to sole proprietorships, and you can't sell shares in this type of business.
- When to choose a sole proprietorship: If you are the only company owner and want to maintain total control over your business. It's a great option if you want to test your idea before continuing to establish your business.
Novo Note: In some cases, you do not need to take formal action to start a sole proprietorship. If you're running an operation where money is exchanged, you may already be a sole proprietor without knowing it!
Partnership
If you have a business partner or multiple owners, a general partnership may be the best way to own a business together legally.
- What is it: This entity requires at least two people who agree to share a company's profits, assets, and legal and financial liabilities.
- Pros: There is someone else who can share the responsibilities of the business with you, and you both can run your business with fewer constraints than a C-corporation (more on this below).
- Cons: Each partner agrees to unlimited personal liability for the company, which means your personal assets could be on the hook to cover your partnership's financial and legal obligations.
- When to choose a partnership: If you are not the sole owner or if you're a group of professionals doing business together (e.g., a group of attorneys).
Novo Note: If you're in a general partnership, you'll need to file an annual information return to report your income, deductions, gains, and losses from the business. Profits or losses count as part of each partner's share of their income on their personal tax return because a general partnership is a pass-through entity,
Corporation
A corporation is a legal entity that exists separate from the owners yet retains most of the same rights and responsibilities as an individual. Unlike a sole proprietorship, where the owner would be personally held responsible, the corporation is taxed and held legally liable for its actions. If there are dividends and stock appreciation, shareholders in a corporation may take part in the profits.
Below we explain two different types of corporations, the C-corporation (C-Corp) and the S-Corporation (S-Corp).
C-Corp
- What is it: A C-Corp is the most common corporate structure in America. Its name is derived from subchapter C of the Internal Revenue Code. A C-Corp is created through the process of incorporation when it is declared an independent legal entity overseen by a board of directors. Almost all publicly traded companies are C-Corps.
- Pros: C-Corps give owners the greatest flexibility when it comes to raising capital, as a C-Corp can issue shares to an unlimited number of shareholders.
- Cons: C-Corp owners face double taxation: profits will be taxed at both the corporate and personal levels. An accountant is a must, as extensive bookkeeping is required to comply with federal and state laws.
- When to choose a C-Corp: To give your business more opportunities to raise capital or if you plan to eventually sell your company.
Novo Note: If a shareholder sells their shares or leaves the company, a C-Corp can continue its normal business operations.
S-Corp
- What is it: According to the IRS, S-Corps are "corporations that elect to pass corporate income, losses, deductions, and credits through to their shareholders for federal tax purposes."
- Pros: Forming an S-Corp can save you on your taxes in multiple ways. First, it will allow you to avoid the double taxation that is seen with C-Corps. Income and losses will pass through to your personal tax return and be taxed at individual income tax rates. Most importantly, the assets of owners are protected.
- Cons: There are more restrictions on raising capital since S-Corps can have a maximum of 100 shareholders and can only offer one class of stock. You must also file Articles of Incorporation, which could lead to annual fees.
- When to choose an S-Corp: If your business meets the requirements to qualify for S-Corp status.
Novo Note: S-Corps have additional requirements and legal guidelines than C-Corps, so they are less attractive to investors.
Limited Liability Company (LLC)
The last business structure we will explore is the LLC, which shares some characteristics with several of the types we have discussed above.
- What is it: An LLC is an organization within which the members of a business cannot be held liable for its debts, combining the characteristics of a corporation and a partnership. An LLC is similar to a partnership but, unlike a partnership, requires you must file articles of organization.
- Pros: As the name suggests, owners' liability is limited. Creditors can't go after the owners' personal assets to pay business debts. An LLC also provides a lot of flexibility in terms of taxes - it can be taxed as a sole proprietorship, a corporation, or a partnership, depending on the ownership. By default, the IRS considers LLCs pass-through entities unless they opt to be taxed as a corporation.
- Cons: There are some limits to limited liability. If your LLC is found not to be in good standing, a court can remove the personal protections provided by an LLC. This is referred to as "piercing the corporate veil."
- When to choose an LLC: Getting an LLC might be worth the effort if you have personal assets that you want to be protected, and you also want flexibility come tax time.
Novo Note: LLCs can have one owner—also known as single-member LLCs— or an unlimited amount of members.
What to Consider When Choosing Your Business Structure
There's no one-size-fits-all answer to choosing the right type of business entity. You'll need to evaluate each option according to your company's needs and goals. Consider the following factors:
Tax implications
To fully understand the tax implications for your situation, it's best to consult a lawyer or accountant to discuss your situation. Think about your tax goals for you and your business:
- Are you looking to simplify the tax process?
- How do you want the IRS to tax your profits?
For example, an LLC generally offers more opportunities to minimize your taxes compared to a C-Corp, where you will face double taxation.
Legal liability
Nobody likes to think about being sued or facing potential losses from their business, but it's crucial to think about how much risk you will be taking on and whether you need your personal assets protected.
Consider the nature of your business:
- Will you be taking on debts to finance your business?
- Will you be entering into contracts with clients, customers, employees, or other stakeholders?
- Could you envision clients, customers, employees, or other stakeholders making a claim against your business?
If the answer to any of these questions is yes, then you may want to consider a structure that limits your personal liability.
Management structure
How your business operates on a day-to-day basis is an important factor when determining your entity structure. If you're the sole operator of your business and intend to remain the only operator, a sole proprietorship or single-member LLC might make the most sense.
Ongoing administration and costs
How much are you ready to do in terms of record-keeping and paperwork? If all you're hoping for is to run a simple home business, then filing reams of paperwork may not be worth it. On the other hand, if your goal is to scale your business, the extra paperwork to structure your business as a corporation may be necessary.
Remember, with more paperwork and record-keeping come higher costs. You may be able to get away with filing your own taxes as a sole proprietor, but other business entities tend to get more complex. You may need to hire an accountant to help you with the administrative tasks legally required of your business.
Future needs and business goals
Thinking beyond your first year in business is essential, as your business entity will ultimately decide what you can and can't do with your business. For instance:
- Are you looking to scale and hire multiple employees?
- What if you choose to sell your business in the next few years?
Think carefully about what will happen when you can no longer run your business. An active corporation is usually distributed to beneficiaries, whereas a partnership or sole proprietorship dissolves upon the owner's passing. Of course, you can evolve into a different business structure down the line — but even so, choosing the correct business entity now will help you get off on the right foot and prevent costly mistakes down the line.
Takeaways
There are five common business structures to choose from. When choosing between them, be sure to take into consideration factors like taxes, liability, costs, and future goals. Each option has its benefits and its drawbacks, so it's up to you to determine what will be best for your business. When in doubt, contact an accountant or other tax expert to help you decide.
Novo Platform Inc. strives to provide accurate information but cannot guarantee that this content is correct, complete, or up-to-date. This page is for informational purposes only and is not financial or legal advice nor an endorsement of any third-party products or services. All products and services are presented without warranty. Novo Platform Inc. does not provide any financial or legal advice, and you should consult your own financial, legal, or tax advisors.
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