When you’re starting a small business, you’ll have to decide what type of business structure suits your particular enterprise. There are pros and cons to each type of business structure, and some may not be applicable to your situation.
If your small business consists of just you and perhaps your spouse, a sole proprietorship is the simplest way to go. Basically, you are the business and the business is you. You file taxes under your Social Security number. The downside is personal liability. If your business fails, creditors can claim personal assets such as your home and bank accounts.
If you’re in business with one or more partners, a general partnership agreement may make sense structurally. In a general partnership, profits and liability are divided equally among the partners. Other types of partnerships are geared toward special projects or are limited according to investment percentages. While a partnership must file an informational return each year with the IRS, each partner reports income and losses on their individual tax return.
Limited Liability Corporation
An LLC makes sense for many small businesses, as it provides personal liability protection and can consist of various members—not shareholders. For IRS purposes, an LLC is not a tax entity. Proceeds are passed to members, who must pay tax on them. The members themselves decide how these proceeds are divided. Although regulations vary by state, an LLC is relatively easy and inexpensive to set up. You’ll need to:
• Choose a business name. This cannot conflict with an LLC of the same name in your state.
• File articles of organization. This paperwork includes your business name and the names and addresses of members. In most states, this document is filed with the secretary of state.
• Generate an operating agreement. Some states require creation of an operating agreement, and outlining your LLC’s structure and its regulations.
If your business operates as an LLC, all members are considered self-employed. That means they must pay the self-employment tax when it comes to Social Security and Medicare.
The IRS defines an S Corp as an entity electing to pass through income, losses, deductions and credits to their shareholders for tax purposes. Unlike larger “C” corporations, S Corps are not required to pay federal corporate income tax on profits, although some states require S Corps to pay taxes on income. The IRS limits an S Corp to 100 shareholders—all of whom must be U.S. citizens or legal residents—but there’s just one class of stock. Besides individuals, estates and certain trusts qualify as shareholders, but not partnerships or other corporations. As with an LLC, these shareholders report income on their personal tax returns, with taxation at their individual rate. Shareholders must pay taxes on income in the year it is earned, not distributed.
Creating an S Corp is more expensive than creating an LLC. You must initially file as a corporation, then submit Form 2553 to the IRS, signed by every shareholder or shareholder representative. One caveat: The IRS tends to scrutinize S Corps more than other types of small business structures.
Your attorney or accountant can advise you on the best business structure for your particular small business.