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Business Entity Pros and Cons

Business Entity Pros and Cons

 

Sole Proprietorship

Single Member LLC

 

Multimember LLC

 

General Partnership

 

Limited Liability Partnership

 

C Corporation

 

S Corporation

 

Business Formalities

 

Sole Proprietorship

Pros

• No formal creation process.
• Easy to operate and dissolve.
• No separate tax return.
• Easy to integrate business use of home deductions.
• No double taxation of profits.
Cons

• No liability protection.
• Self-employment tax is assessed on entire profit of the
business.
• Transfer of ownership can be complex.
• Limited access to fringe benefits for owners.

Good Fit

• Seasonal or part-time businesses.
• Businesses with little liability.
• Home-based businesses.
• Businesses intended to operate for the owner’s life only.

Single Member LLC

Pros

• Simple creation process.
• Easy to operate and dissolve.
• No separate tax return.
• Easy to integrate business use of home deductions.
• Liability protection for member, except for malpractice.
• No double taxation of profits.

Cons

• Self-employment tax is assessed on entire profit of the business.
• Transfer of ownership can be complex.
• Limited access to fringe benefits for owners.
• Laws regulating LLCs vary widely among states.

Good Fit

• Businesses with potential liability in operations.
• Businesses intended to operate for the owner’s life only.

 

Multimember LLC

Pros

• Limited liability for all members, except for malpractice.
• Unlimited number of members.
• Separate entity from members, allowing for greater flxibility in operations.
• Ownership is in the form of membership interest and can be transferred more easily than ownership in a single member LLC.
• No double taxation of profis.

Cons

• Requires a separate tax return.
• Laws regulating LLCs vary widely among states.

Good Fit

• Businesses requiring equity capital.
• Businesses with potential liability in operations.
• Businesses intended to exist beyond the lives of the members.
• Businesses expecting changes in ownership over time.

General Partnership

Pros

• Easy to create.
• No limit on partner number or type.
• Can be used to hold investments in other businesses and consolidate multiple lines of business.
• Flexible allocation of profit, loss, and distributions.
• Favorable tax treatment when liquidated.
• No double taxation of profits.

Cons

• Requires a separate tax return.
• Unlimited liability for all partners.
• Difficult to dissolve or change ownership without substantial planning.
• Requires tracking of basis for partners, both inside and outside the partnership.
• Individual partner’s share of income is subject to self-employment taxes.

Good Fit

• Two established businesses who wish to work as one.
• Partners wishing to consolidate multiple entities into one entity

Limited Liability Partnership

Pros

• Liability protection for limited partners.
• Separate entity from partners.
• Ownership can be transferred within the rules of the partnership agreement.
• Limited partners’ liability is limited to their investment in the business.
• Limited partners pay self-employment tax on guaranteed payments only.
• No double taxation of profits.

Cons

• Must have one general partner with unlimited liability.
• Limited liability status for damages can be lost for a variety of administrative reasons.
• Restrictions on partners based on entity type.
• Requires a separate tax return.
• Requires tracking of basis for partners, both inside and outside the partnership.

Good Fit

• Businesses with partners not actively involved in business.
• Businesses with equity capital needs.
• Businesses with exposure to liability.

 

C Corporation

Pros

• No liability for non-active stockholders.
• No restrictions on ownership.
• Ownership can be transferred through the sale of stock.
• Separate entity from stockholders.
• Fringe benefits for owner-officers.
• Can have ownership interest in any other business entity.
• Perpetual existence.
• Raising capital can be achieved by issuing stock.

Cons

• Double taxation of profits.
• Complex and expensive to create and maintain.
• Require regular board of directors’ meetings and minutes.
• Requires a separate tax return.

Good Fit

• Businesses with ownership in multiple other entities.
• Businesses with significant exposure to liability.
• Businesses intended to exist eternally.

S Corporation

 

Pros

• Liability protection similar to that of C corporations.
• No double taxation of profits.
• Ownership is easily transferred through the sale of stock.
• Separate entity from stockholders.
• Self-employment tax is not assessed on the entire profit of the business.
• Losses can offset shareholders’ other taxable income.

Cons

• Complex and expensive to create and maintain.
• Requires a separate tax return.
• Requires regular board of directors’ meetings and minutes.
• Requires tracking of basis for stockholders.
• Ownership is limited to specific types of entities.
• Deductibility of fringe benefits for owner-employees is limited.

Good Fit

• Businesses with significant exposure to liability.

Business Formalities

A common problem with a closely-held business is failure to adhere to business formalities. Trouble can occur when business and personal funds are intermingled, the business is not adequately capitalized, or reasonable compensation for services is not paid.

For example, separation of funds can be a key in preserving the liability protection of the “corporate veil.” Courts can pierce the corporate veil if they find the corporation is an “alter ego” of the shareholder, which is
likely to occur if shareholders pay personal expenses from the corporation checkbook or vice versa.

Transactions such as capital contributions or loans between the business and the owners can also be re-characterized by the IRS, creating unexpected negative tax consequences.

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