The Different Types of Corporations, LLCs, Partnerships, & More

What’s the difference between an S Corporation and LLC?

When setting up a business structure with partners, which business entity should I form and what are the pros and cons of each?

In this article we will discuss the typical business formations you see in the United States. We will discuss which business entity is best for you and the pros and cons of each.

These business structures can provide you, your family, and your business both tax benefits and protection from legal issues.

To set one up, you need to check nationwide secretary of state searches, for business and corporation entity name availablity.

Note: Choose your entity carefully. Setting up the wrong business structure for your business can cost you in many ways: taxes, regulatory restrictions, legal, and finance (stock) considerations are among a few. Give the design and structure of your business as much thought and consideration as you did your initial preparations.

The Different Business Structures

Sole Proprietor

This is the most basic business structure form as is not considered a business entity.

It basically entails you getting a business license in your state, getting a bank account, and setting up shop. One person described it to me as you against the world. I highly DO NOT recommend this business structure for you. It provides you with no legal protection from others, limited financial options, and the least tax savings strategies.

So why do people not incorporate? Usually two reasons:

  • They have no money and this is a cheap method to start a business
  • They don’t know anything about business structures

Pros and Cons – Sole Proprietor

 

Pros Cons
  • you get all the profits
  • inexpensive to start
  • less paperwork
  • no corporate taxes
  • all debts show on your credit and you are responsible for them
  • you have no liability protection and everything you own is at risk
  • growth and financial opportunities are limited

 

Partnerships

People look to form partnerships when there are two or more individuals looking to start a for-profit, unincorporated business and are all part owners of it.

There are two basic types of partners – general and limited.

General partners assume all responsibilities as owners and managers whereas the limited partners are limited in their liability to the amount he or she invested in the business. Like sole proprietor, a partnership structured business is viewed as being one and the same as its owners.

General Partnership

This is probably the most used partnership form and is the easiest to set up. All partners manage the business equally and are all personally liable for its debts. There is very little liability protection.

Limited Partnership – (LP)

This form of partnership consists of a general partner(s) and a limited partner(s). The general partner operates much the same as in general partnerships and basically “runs” the business. The limited partner is limited only to what they invested in the business and typically do not “run” the business. In other words, they are only responsible for those debts they contributed to the business.

Limited Liability Partnership – (LLP)

Much the same as a LP but is organized so that all partners have some degree of liability in the company.

Family Limited Partnership – (FLP)

A FLP is a partnership composing of both general and limited partners and is a great business structure for protecting family assets (especially when used in conjunction with other business structures and set up properly) and transfer of property.

As the name suggests, it works well when dealing with family, however, in reality it’s just a simple LP. The name really is only given to it to refer that the partnership deals with family assets. When we file FLPs, we are really filing a LP.

Typically the general partners would be parents or grandparents who want to pass down assets to their heirs when they pass away. The children would be the limited partners.

Pros and Cons – Partnerships

 

Pros Cons
  • work is divided among the partners
  • less expensive to start than corporations
  • money is much easier to raise than it is as a sole proprietor
  • no corporate taxes
  • debts can show on your credit and you are responsible for them
  • the partnership ends when one owner dies or leaves the company
  • costs more than sole proprietorships and involves more paperwork
  • general partners have unlimited liability
  • the limited partner has limited legal liability

 

Corporations

First let’s start with what a corporation is and where the best place to incorporate in will be (and why). Then we’ll move on to the different types of corporations.

Corporations are considered legal entities all on their own, separate from the business owner, and are formed and licensed in the state they operate in.

You can think of a corporation kind of like a person all on their own. They have to file taxes, can own property and assets, buy and sell assets, raise money, buy a benefits package for its family (the employees), etc.

Because of this separation of owner and business, a corporation provides what is called a corporate veil. This means you and your personal assets, money, etc. are all protected from law suits and are separate from your business.

You may hear the term “Pierce the corporate veil.” This refers to the scenario when someone may want to sue you, for example, and not just your company. But since you’re incorporated and were acting as an employee of your business, however, you have that layer of protection since this person technically can only sue your business and whatever assets it holds.

State laws vary as to how well the corporate veil is protected. This is one big reason why the two most popular states to incorporate in are Delaware and Nevada. Of the two, Nevada is the best. Nevada provides the best layer of protection for business. Basically, the only way for someone to pierce your company’s corporate veil is if you commit fraud.

Nevada Corporations are Attractive Because

  • Nevada has no franchise tax
  • no corporate income tax
  • no personal income tax
  • does not have information sharing agreements with the Internal Revenue Service
  • Nevada strongly protects the business owner

If you are starting or have started a business that doesn’t deal much in other states, make a lot of money, and your liability is relatively low, then you may simply just want to incorporate in your own state. If, however, you plan to do business country-wide or world-wide and protecting your assets is essential, consider incorporating in the State of Nevada.

A note about taxes…

If you’re going to set up a business structure in a state other than the one you do business in, for example you live and work in California but incorporate in Nevada, you will still have to pay taxes on your income according to California tax laws.

How incorporating in Nevada but doing business elsewhere works

First you would incorporate your business in the State of Nevada. Nevada now becomes your domicile (your business’ residence). Then register your new corporation in your state of business (called foreign filling).

Types of Corporations

  • C Corporations
  • S Corporations
  • Professional Corporations
  • Non-Profit Corporations

C Corporations

The basics of what corporations are is described just above this subheading.

A C Corp is completely separate from the business owner. It pays its own taxes, pays you your salary, and then you pay your taxes. In other words, the business’ income does not pass through to your personal income tax reporting’s.

This can lead to what is referred to as double taxation (your company pays taxes and so do you on some or all of your company’s taxable income). While this may seem unfavorable, C Corps provide the widest range of tools to expand your business.

For example, you can have unlimited shareholders so you can raise as much money as you want. Also, C Corps are taxed differently: for the first $50,000 of taxable income, your business would only pay a tax rate of 15% (when a S-Corp pays at the standard rate).

C corps are a good design for companies that make and deal with a lot of money, have many employees and/or shareholders, have little or no chance of making a loss, and if expansion is likely.

Pros and Cons – C Corporations

 

Pros Cons
  • can have more than 75 shareholders
  • the business does not die when owners leave or pass away
  • can have multiple kinds of stock
  • excellent liability protection for shareholders (owners)
  • ability to raise capital is excellent
  • ability to deduct vacations (if done right)
  • business debts do not show up on owner’s credit
  • can be expensive to form
  • lots of paperwork to file and keep up on
  • there are more legal and regulatory requirements
  • doing business in other states can be a pain
  • double taxation issue
  • dividends to shareholders must be distributed in proportion to the number of shares they own

 

S Corporations

S Corporations are basically corporations that have elected to be taxed under Subchapter S of Chapter 1 of the Internal Revenue Code.

The two main points you should know about when it comes to the difference between a C Corp and S Corp is how they are taxed and how many shareholders you can have. There are, of course, other differences; but this article is about giving you the condensed necessary information needed to approach and speak with a professional.

As far as taxes go, S Corps don’t pay their own taxes like C Corps do (thus eliminating the double taxation problem). Instead, the taxable income is passed through to the shareholders (the owners).

In other words, if your company made $100,000 taxable income, you would show that income on your personal tax return (whereas a C Corp would first pay taxes on that $100,000 and then pay you your income and you would pay taxes on that income as well).

This form of pass-through taxation is especially favorable if you expect your company to make a loss for the taxable year. In this way, if your company paid more money out than what it made, those losses would pass through to your personal income taxes and can be written off as deductions (whereas if a C Corp had a loss, those losses would not pass through to your personal income tax).

There is one really nice feature of corporations I’d like to mention (both C and S).

As a corporation, you must conduct an annual board of director’s meeting to discuss your business. They can even be done more often than once per year. The best part is, this meeting and all expenses incurred because of it is tax deductible (and it can be held anywhere in the world).

Therefore, many small business owners schedule this meeting around family vacations. By doing this, their plane ticket, gas, food, etc. can all be written off on their taxes. If by chance you decide to go to Disneyland or some other from of entertainment, you can only write a portion of that off . . . but hey, that’s better than nothing.

Pros and Cons – S Corporations

 

Pros Cons
  • no double taxation
  • losses can be passed through to individual income taxes
  • excellent liability protection for shareholders (owners)
  • ability to raise capital is increased over sole proprietors
  • ability to deduct vacations (if done right)
  • business debts do not show up on owner’s credit
  • can be expensive to form
  • lots of paperwork to file and keep up on
  • there are more legal and regulatory requirements
  • doing business in other states can be a pain
  • limited to no more than 75 shareholders (that number changes at times)
  • no shareholder may be a nonresident alien of the USA
  • for the most part, can have only one class of stock

 

Professional Corporations

Businesses that require a license to practice must be formed as a professional corporation.

For example, the following professionals would have to form a professional corporation: dentists, veterinarians, CPAs, lawyers, doctors, chiropractors, etc. By forming a professional corporation, professionals can limit their personal liability for the malpractice of their associates.

One downside to a professional corporation is that they are taxed a little differently than regular corporations . . . and not necessarily in a good way.

Non-Profit Corporations

Non-profit corporations are exempt from income tax. Such businesses may include: charitable, educational, religious, scientific, or literary organizations. If you wish to form a non-profit corporation, you may want to briefly review Section 501(c) (3) of the Internal Revenue Service Code. These kind of corporations also need to be owned by more than one person and any excess funds (funds remaining after donations have paid for all expenses) must go toward the growth and expansion of business and services.

LLC

The LLC business structure has become one of the most favorable business structures around, especially in real estate.

It combines most of the advantages of other business structures while limiting their disadvantages. They work much like S Corps; pass-through taxation, provide liability protection and asset protection for owners, require board meetings, business debts do not show up on personal credit, etc.

There is one big difference between the S Corporation and a LLC which makes the LLC structure advantageous.

The following is probably the BEST example of why you need to take some time and think about what business structure is for you and your business.

In an S Corp, if there are 2 owners then income must be allocated to owners according to their ownership interests. In other words, if John and Bob formed an S Corp, they could structure it so John owns 50% of the business and Bob owns 50% of the business.

If, however, John performed 90% of the work over the year and Bob sat at home and did nothing, Bob would still earn the same amount of money as John (or is suppose to by law).

If instead they formed a LLC instead of an S Corp, then profit and losses can be allocated differently than ownership interests. Therefore, John could earn 90% of the income and leave Bob with the remaining 10% even though Bob owns 50% of the business.

You should consider this business structure using the same reasons to consider an S Corp except you should take into account whether or not you want to have control over who earns what profit regardless of ownership in the business.

Also, if you own real estate you may want to become familiar with LLCs.

For example, if you owned 5 rental properties and you had no liability protection and one of your tenants hurts themselves on your property, they could sue you. Everything you own could be attached to the judgment. If, however, you placed each of your 5 rental properties in its own LLC then that person could only sue the LLC that owned the property they got hurt on; all your other assets and rentals are insulated from this lawsuit.

Pros and Cons – Limited Liability Company (LLC)

 

 

Pros Cons
  • works well with real estate
  • no double taxation
  • cost less to form than corporations
  • less paperwork to handle than corporations
  • losses can be passed through to individual income taxes
  • excellent liability protection for owners
  • ability to raise capital is increased over sole proprietors
  • ability to deduct vacations (if done right)
  • business debts do not show up on owner’s credit
  • flexibility of business management
  • more expensive to form than sole proprietor
  • more paperwork to handle and worry about than sole p.
  • there are more legal and regulatory requirements
  • doing business in other states can be a pain
  • a little harder to raise capital than corporations

 

Series LLC

This is a new business structure which has yet to be fully tested in the courts and may not be recognized by all 50 states. It was designed primarily for real estate investments.

Normally, a real estate investor would set up a separate LLC for each house / rental property they own so that they are protected liability and asset-wise. This can be a huge headache, become expensive, involve lots of paperwork, and create a tax nightmare.

Using the new Series LLC structure, a real estate investor could place all their investment properties under one LLC which stipulates each property is sheltered from the other. Therefore, if someone hurt themselves on property A, they could not attach a judgment to property B (or anything else).

LLC Structure

Also, the real estate investor could save a lot of time and money by only filing one tax return.

Living Trusts

A living trust is a legal entity but not quite the same as corporations. You can think of a living trust much like a will. It is a document you place instructions in to pass along your assets after you die. You can also mention certain instructions you wish to happen if you were to become comatose or living solely on life support.

A trust can own things just as a corporation can. It can own real estate, cars, jewelry, clothing, etc. Individuals with a lot of assets and/or equity typically look to form living trusts as an added layer of asset protection. Unlike a corporation though, trusts do not pay taxes (in your lifetime). Any profits or losses are passed through to the individual’s personal income tax.

Living Trusts have one huge advantage over a will. Because a living trust is privatized, it remains out of the courts and thus avoids the possibility of going to probate court if there are any issues that arise when the owner of the trust passes on.

What A Trust Consists Of

A trust consists of the following:

  • Grantor – owner of the trust
  • Trustee – the person who executes the instructions in the trust after the Grantor dies
  • Beneficiaries – the one(s) who receive items/equity from the trust

If you own a business or want to set up a business structure for asset protection, simply contact our partner, BizFilings to get set up. I hope you can see by reading our articles that we know a thing or two about succeeding in business and knowing which companies can help you achieve success.

How To Write A Business Plan

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So you want to start a business and it’s time to start your business plan. How do you write one? What must you include in it? Where can you find help? Read on!

The Parts of a Business Plan

  1. Executive Summary
  2. Market Analysis
  3. Company Description
  4. Business Organization
  5. Marketing
  6. Products / Services Offered
  7. Funding Requests
  8. Financials
  9. Appendix

I. Executive Summary

This is probably the most important part of your business plan because it’s the first part a reader, like a loan officer, will read. Although it’s first in your document, it should be written last. This is because you want to hack out all the details in your plan and then summarize it all. You wouldn’t write the summary first and then your document.

Also, when you write this part, keep in mind this could make or break you getting a business loan or investor to contribute. Tell your reader why you think your business will be a success. Paint the picture for them. Show how your experience and background is the perfect match for this business. Tell them about your niche in this market and how you are going to fulfill unaddressed needs of customers.

Parts To Include In the Executive Summary

  • Mission Statement. Not too long and very to the point.
  • Date Business Began
  • Names of founders and the functions they perform
  • Number of employees
  • Location(s) of your business
  • Description of your physical place of work
  • Products/Services offered
  • Banking used and investor information
  • If you’re an already established company include growth information
  • Future plans
  • A table of contents (following the Executive Summary

II. Market Analysis

This part should show your industry in its current state, describe it, and show where it’s going. It should describe your target market and industry; giving its current size, provide growth rates, target market information, market test results, lead times, and evaluate your competition. Don’t get too much into marketing research, though. Put the bulk of that in your Marketing section. This section is more about analizing the market and doing a competitive analysis. Don’t forget to include any list any regulatory restrictions that may apply to you (i.e. any requirements you may need to get or could affect your business, such as a contractor’s license, insurance, etc.).

A lead time, by the way, is the amount of time between when your customer places an order (for your service or product) and when they actually receive it.

III. Company Description

Under this section you will not only describe the nature of your business but show how it’s going to be a success. Show the reader of the plan who your target customer is and how you’re going to fulfill their needs and solve their problems.

IV. Business Organization

This section should describe how your business is organized. Who are the board of directors, owners, employees, etc. Show their backgrounds and history, if you can. Show why they are qualified for the position they have been given. What kind of benefits plan do you offer (if any). What and how are salaries being paid. Is your company incorporated? Does it own property? Do people own stock in your company? What percentage? Again, paint the picture for the reader of your business plan as to how your company is organized and functions.

V. Marketing

When I create a business plan, I typically begin with a bunch of scrap notes, flow charts, and things crossed out – especially when figuring out my marketing plan. Then I translate that into something someone can read and organize it in a logical pattern or sequence. There is no one specific way to draft up your marketing plan. Here are some points you may want to consider addressing:

  • how are you going to break into this market?
  • how are you going to distribute your product, will that in itself be marketing?
  • how are you going to reach your customer?
  • how are you actually going to sell your product?
  • what avenues of marketing are you going to use (traditional media / social media) and how are you going to use them?

In this section you also want to show your sales strategy. How are you going to sell your product? Who’s selling it and how did you recruit them? How is your product distributed?

VI. Products / Services Offered

Tell the reader of your plan what exactly it is you are selling or providing. Describe it and show how your customers need it. Focus on the benefits of your product and how it solves your customer’s problems. Show how your product or service is better than your competition; again remember to focus on the benefits or your product. You should list the features but the benefits always sell better.

Be sure to point out any copyright, trademarks, or patents your product may have. Are there any secrets to your product (e.g. special ingredients). Tell the reader about it.

Finally, if you’re involved in any special product development committees, research, or continuing education concerning your product, point that out.

VII. Funding Requests

As the topic says, this is where you would request any funding needed to start or expand your business. It’s ok to give options for funding (like the minimum you must have or terms) if you feel it’s unlikely a bank or investor would even consider your request. Be sure to tell the creditor how and where their money is going to be used. Is it used for rent, inventory, hiring employees, product, etc. Tell them what happens in certain senarios (do you plan to sell your business after 5 years?).

Have others you know read this section before you give it to a creditor. Make sure they understand exactly how much you need, when you need it, what the money is for and how it’s used, and by reading the next section, how you can afford the loan (or whatever funding you’re asking for).

VIII. Financials

In this section you want to include any historical finances you have records on. For example, if you already owned a business you should show the company’s performance, requested loans, and payback history (hopefully no bad debts). If you have it, provide up to 5 years of data. Creditors want to see history.

Next you want to include any prospective financial data for you company. Creditors usually like to see a forecast of about 5 years on what you expect your company will do. Projections to provide here would include:

  • cash flow statements
  • forecasted income statements
  • capital expenditure budgets
  • balance sheets

If you want to get creative, include some kind of graph. People like pictures – and creditors are people.

IX. Appendix

The appendix should not be attached to your business plan and only provided when requested. It contains sensitive information that not everyone needs to see. Here’s what it should have in it:

  • Resumes
  • Written references
  • Both business and credit reports
  • Pictures of your business, inventory, assets, etc.
  • Licenses / Permits
  • Contracts
  • Business relationships

2 Keys To Beating Your Competition In Business

Sean D’Souza wrote an article on Copyblogger entitled Why Urgency Succeeds Like Nothing Else In A Bad Economy.

While I agree with Sean that creating a sense of urgency is definitely a key factor in boosting sales during a slow economy, we also shouldn’t forget the power of adding company value to the list.

In marketing, you should always keep these 3 things in mind that your customer wants to know:

  • So What?
  • Why Now?
  • Why Your Company?

The so what? factor isn’t necessarily a key to beating your competition, but rather simply shows potential customers the need of your product or service. “So What?” “Who Cares?” “Why Do I Need This?”

Once they understand what it is you offer and how it can benefit them, you have to show them why they need to buy from you and why they need it now.

Key 1: Creating A Sense Of Urgency

I think Sean explained the why now? very well in his article about creating a sense of urgency. He shows us how without a sense of urgency, people wait to buy.

Oh they might need it – they might even need it really bad, but without someone showing them that by waiting they could be making matters worse, they’ll just put off buying until the very last moment.

So the first key to beating your competition, in any market really, is to create a sense of urgency. Tell them the benefits of buying now opposed to the frustrations of buying later.

Key 2: Adding Value To Your Company

This part may involve a little creativity. Maybe you need to spend some time finding your Purple Cow (by far one of my favorite marketing books) or researching your competition to examine what it is they are lacking in and you can improve upon.

Company value tells your customers, “Hey, I provide those services, too – but guess what you get (or can count on) when you use our company?”

For example, my brother owns a landscape company called, Modern Landscape, that’s based here in Las Vegas, NV. My brother is a genius when it comes to landscape design and creating a beautiful lush yard filled with vibrant colors that beautify our barren desert.

Problem is, there are a ton of landscape contractors out there. Why should someone want to use my brother’s company over the next guy’s?

After doing a competitive analysis among local contractors and evaluating my brother’s own customer feedback, I found there was a great deal of mistrust going on in my brother’s profession.

Customers didn’t trust contractors to show up on time and finish the job.

Therefore, because like Nevada Incorporations Center, my brother’s business is truly a family business (my brother and father) and personally they knew our good family values would shine through… so I advised my father and brother to market their landscape company as a family-owned business that always shows up on time and completes the job (because they do).

And you know what? It worked. At first they just stated it. But as time went on word has spread around the community and local businesses that their company is very trustworthy.

Can you see the value our company has built up for customers? We built trust through our actions and word of mouth. What better value can you provide your customers?

Here’s a quick list off the top of my head that companies can use to increase company value to their customers:

  • Slash prices (not my favorite method but still works)
  • Increased customer support and service
  • A better warranty (think how some car manufactures market this way)
  • 2 for 1 deals
  • Money-back guarantee
  • Free subscriptions
  • Free bonuses
  • Gift wrapping

To figure out what kind of value you can bring to your customers, you need to evaluate. Evaluate you, your business, your expertise, your budget, customer profile, competition, products offered, surrounding neighborhood, lack of services in your area, conversations in message boards, educate yourself, and maybe throw in a little unconventional thinking.

What other values can you think of that a company can market to their customers which once they overcome the urgency factor, they pick you? It’s worth thinking about.

Budgeting 101: A Smart Plan That Keeps You Safe & Allows For Wealth Building

What’s that the title said? Did it say there’s a plan I can use to play it safe and build wealth at the same time?

This budgeting plan won’t make you wealthy, but it will optimize your position for creating wealth while setting you up for retirement even if you don’t hit the jackpot.

 

It also will provide protection during a slow economy when people hurt for money.

empty_walletI was inspired to write this article because A) I know this stuff and B) I just finished reading an article on CNNMoney.com which left a confused grin on my face.

The link I clicked on to read the article was entitled Making A Budget.

Sounds great, right? Well it taught me nothing when it comes to making a budget.

So here’s the budget I know and love.

The 40-30-20-10 Budgeting Rule

The formula I like is very simple and is no big secret. However, it can be a little difficult or take a little time to reach if you’re in A LOT of consumer debt (credit cards, loans, etc).

It’s called the 40-30-20-10 rule and is based off of your take-home pay, not gross.

  • 40% of your income can be used for regular living expenses (clothing, dinning out, medical, and other expenses)
  • 30% of your income can go toward your mortgage
  • 20% can go toward consumer debts (credit cards, car payments, loans, etc.)
  • 10% should be tucked away for savings and investing

I’ve seen variations of this rule. Some people change the strategy and make 40% savings only and 20% allowable for regular living expenses.

The problem I have with that logic is saving money is not the same as creating wealth. Also, I mean c’mon – we want to live a little. Therefore, I stand by letting 40% of your take-home pay go towards having fun.

This breakdown may look a bit strict, and it is. If you have no budget in place you’ll be flying blind (like I feel when investing in the stock market). What it also resembles is living below your means.

Wait. Let me repeat that.

You should live below your means. That is the mentality you should have when creating wealth, not “living within your means.” Do you see the difference? Living within your means is like saying, “I spend all the money I got and I don’t spend any money I don’t got.”

Well . . . that doesn’t fly with me. I prefer to say, “I spend some of the money I’ve got and save and invest the rest.”

2 Rules To Follow

Consumer Debts

You must, absolutely must, get your consumer debts under control. If you are in major credit card debt you need to come up with a plan to reduce this. Credit card and consumer debts should never be over 20% (maybe 30% at most) of your take-home pay.

Housing Debts

The housing market has been crazy lately and I understand it can be difficult to buy a house acceptable to the Mrs. on a tight budget. If you must spend a little more than your 30% cap I allow you for your mortgage, then that money must come from your 40% allowable expenses. It should never come from the 10 or 20 percents.

This is a strict budget, yes I know. But what successful budgeting plan isn’t?

If you can stick to it, you’ll find that you have set yourself up to be safe when the economy slows down and positioning yourself to be a prime candidate for creating wealth.

Here’s why:

  • When the economy slows down and your paycheck shrinks while gas prices soar, you’ll be ok because you’ve left yourself a little breathing room.
  • Your credit will be in great shape and allow you to leverage other people’s money to create wealth for yourself.
  • Even if you never win the jackpot you’ll have a nice savings to live off of when you retire and not have to count on social security.