There are various types of companies operating in the United States today. These range from simple sole proprietorships to more complex and involved corporations. Since nearly every company once existed as a small business, entrepreneurs need to determine which company structure is most suitable for their circumstances as the business grows. Each comes with various legal implications that pertain to personal liability protection and tax exemptions, among other things.
Business Structure | Description | When to Use | Advantages of Using It | Drawbacks of Using It |
---|---|---|---|---|
Sole Proprietorships | Sole proprietorships consist of one individual, and the owner is personally liable for business debts and damages. They require no formal action to form but may need licenses and permits. Suitable for solo entrepreneurs seeking simplicity. | Solo entrepreneurs looking for simplicity. | 1. Full control and decision-making authority. 2. Simplicity of formation and operation. | 1. Limited access to capital and resources. 2. Personal liability for business debts. |
Limited Liability Companies (LLCs) | LLCs offer founders personal liability protection while allowing flexible business structuring. They can choose from various structures, enjoy simplified taxation, and may reduce taxes on multiple real estate properties. Ideal for founders seeking liability protection and tax flexibility. | Businesses seeking liability protection and tax flexibility. | 1. Personal liability protection for founders. 2. Flexible structuring options. 3. Potential tax advantages. | 1. Complex regulations and compliance requirements. 2. Formation costs and administrative obligations. |
Limited Liability Partnerships (LLPs) | LLPs resemble LLCs and offer founders flexibility in structuring. They have perpetual succession, and each partner’s liability is proportional to their investment. Partners are not responsible for other partners’ harmful behavior. Businesses with multiple partners seeking flexibility. | Businesses with multiple partners seeking flexibility. | 1. Perpetual succession and flexible structuring. 2. Limited liability for individual partners. 3. Equal sharing of financial responsibility. | 1. Potential conflicts among partners over liability and decision-making. 2. Compliance with state-specific regulations. |
S Corporations | S Corporations pass income, deductions, and losses to shareholders, avoiding double taxation. To qualify, they must meet certain criteria, such as limited allowable shareholders and a single class of stock. Small businesses seeking tax benefits and pass-through income. | Small businesses seeking tax benefits and pass-through income. | 1. Avoidance of double taxation on corporate income. 2. Pass-through income for shareholders. 3. Limited allowable shareholders. | 1. Stricter eligibility criteria and limitations on ownership. 2. Potential restrictions on shareholder types and numbers. |
C Corporations | C Corporations are common and subject to separate taxation. They offer unlimited growth potential through share sales but require compliance with complex tax rules and increased government scrutiny. Businesses seeking unlimited growth potential. | Businesses seeking unlimited growth potential. | 1. Unlimited growth potential through share sales. 2. Limited liability for owners and investors. 3. Investment appeal to a diverse range of shareholders. | 1. High formation and ongoing compliance costs. 2. Double taxation on corporate income. 3. Increased government scrutiny and regulation. |
B Corporations | B Corporations are certified for-profit companies meeting high standards of social and environmental stewardship. They prioritize multiple stakeholders beyond profit and undergo rigorous certification every three years. Socially conscious businesses emphasizing transparency. | Socially conscious businesses emphasizing transparency. | 1. Demonstrates commitment to social and environmental responsibility. 2. Appeals to socially conscious consumers and investors. | 1. Rigorous certification process and ongoing validation requirements. 2. Potential conflicts between profit and social/environmental goals. |
Non-Profit Corporations | Non-profit corporations share similarities with traditional corporations but operate for specific public causes without generating profit. They do not pay corporate or federal taxes and can receive funding from various sources. Organizations focused on non-profit missions and causes. | Organizations focused on non-profit missions and causes. | 1. Tax-exempt status and ability to receive diverse funding. 2. Support for specific public causes and missions. 3. Governance structure with a board of directors. | 1. Limited access to certain types of funding and capital. 2. Strict compliance with non-profit regulations and reporting requirements. |
Sole proprietorships
Sole proprietorships consist of one individual and are the simplest business structure in North America. Since there is no distinction between the person behind the business and the business itself, a sole proprietor is financially liable for any debts or damages that are incurred.
Sole proprietors are not required to take any formal action to form this type of company. However, they will still need to obtain licenses and permits that are state and industry-specific. What’s more, they will also have to file what is known as a fictitious name if they wish to do business under a name that is not their personal or given name.
Limited liability companies (LLCs)
Limited liability companies are business entities characterized by the separation of the founders of the business and their personal liability. In more specific terms, the personal assets of the founders are protected in the event the business suffers any kind of financial damage.
The individual has flexibility when incorporating an LLC and can choose any business structure they want. They may elect to choose a general partnership or a board of directors structure – or another structure that falls somewhere in between.
There are also various perks to the limited liability company, including simpler taxation at the personal level and taxes that can be reduced if the founder owns multiple real estate properties under different LLCs.
Limited liability partnerships (LLPs)
Limited liability partnerships are similar to limited liability companies in that the founders can structure the company as they see fit. LLPs are characterized by perpetual succession. This means the existence of the company does not change if one partner resigns, for example.
In a limited liability partnership, each founder has rights and responsibilities that are laid out in a formal agreement according to the particular state jurisdiction. Each is liable for any financial problems the company experiences in proportion to their investment in the company itself. They are not responsible for the harmful behavior of other partners, such as negligence or fraud.
S Corporations
S Corporations are those that choose to pass corporate income, deductions, losses, and credits to their shareholders. Shareholders complete their personal tax returns by reporting the flow-through of income and losses, which allows the S Corporation to avoid double taxation on its corporate income.
To qualify as an S Corporation, the company needs to satisfy these criteria:
- Consist of no more than 100 allowable shareholders. Here, this refers to individuals, certain trusts, and estates.
- Possess only one class of stock.
- Be a corporation that operates domestically.
- Not be an ineligible corporation. These include insurance companies, some sales corporations, and certain financial institutions.
C Corporations
C Corporations are one of the more common types of corporations in the United States. Unlike the S Corporation, the shareholders of a C Corporation are taxed separately and the corporation itself cannot avoid paying income tax.
C Corporations offer unlimited growth potential through the sale of shares and there is no limit to the number of individual shareholders it can have. However, these corporations are expensive to register and they are subject to increased government scrutiny. This is due to complicated tax rules and the presence of limited liability for the owners of the firm and its investors.
B Corporations
B Corporations are for-profit companies that are certified to meet high standards of transparency, accountability, and social and environmental stewardship. While turning a profit is important for a B Corp, it also prioritises other factors such as workers, customers, community, and governance.
B Corp certification is a highly selective and rigorous process, with corporations required to prove their worthiness every three years to maintain their status.
Non-profit corporations
Non-profit corporations share structural similarities to traditional corporations. They tend to have a board of directors in addition to financial backers or donors. But, as the name implies, non-profit corporations do not generate any profit and must only be created in support of a specific, public cause.
These corporations do not pay corporate or federal taxes and are allowed to receive funding from a diverse range of sources, including other corporations, philanthropists, and grants.
Key takeaways:
- There are various types of companies operating in the United States today. These range from simple sole proprietorships to more complex and regulated corporations.
- In a sole proprietorship, there is no distinction between the founder and the business itself. This means the sole proprietor is financially liable for any debts or damages that are incurred. Limited liability companies (LLCs) and limited liability partnerships (LLPs) provide varying degrees of liability protection for companies with two or more members.
- Various corporation types also exist in the United States. Some examples include S Corporations, C Corporations, B Corporations, and non-profit corporations.
Key Highlights
- Sole Proprietorships:
- Limited Liability Companies (LLCs):
- Limited Liability Partnerships (LLPs):
- Similar to LLCs in structure flexibility.
- Partners have defined rights and responsibilities.
- Liability is proportionate to each partner’s investment.
- Partners not held responsible for harmful behavior of others.
- S Corporations:
- C Corporations:
- Shareholders and corporation taxed separately.
- Offers unlimited growth potential through share sales.
- Expensive to register, subject to complex tax rules, and faces government scrutiny.
- Provides limited liability for owners and investors.
- B Corporations (B Corps):
- Certified for-profit companies with high standards of transparency, accountability, and social/environmental responsibility.
- Consider profit as well as factors like workers, customers, community, and governance.
- Rigorous certification process required to maintain B Corp status.
- Non-profit Corporations:
Connected Business Concepts
Limited Partnership vs. General Partnership
Main Free Guides: