|
To start
a business, all you need to do is hang up a shingle.
You can operate by yourself as a sole proprietor, with
others as a partnership, or in a formal entity such
as a corporation or Limited Liability Company (LLC.)
As a sole proprietor, there are few legal formalities
- if operating under an assumed name, you may need to
register (usually at the county level.)
Partnerships
are also easy to create. You need to draft a partnership
agreement which is the agreement (basically your own
private law) which governs the relationship between
the parties - who gets what percentage, who makes the
decisions, etc. Again, there are few legal formalities.
General partnerships usually do not need to register
anywhere except maybe at the county level. Limited
partnerships are more like corporations and usually
require registration at the state level and the services
of a registered agent. Click
here to find out more about the role of an RA.
OK, so
corporations and LLCs require more work and are a little
more expensive - why should I bother?
Personal
liability! When a corporation enters into a
transaction, it is the corporation and not the shareholders
who is responsible. When starting up a new business
or a corporate entity, a bank may require a personal
guaranty since your company doesn't yet have a credit
history but, as a rule, a shareholder's liability
is limited to the amount invested into the company.
Creditors cannot reach beyond the assets of the company
in normal circumstances. The same is true with
lawsuits. It is the corporation not you who
will be sued (assuming the lack of unusual circumstances
such as fraudulent undercapitalization.)
Tax
Considerations! It's true that the potential
exists for double taxation (see How
will my Company be Taxed?) However, you
can avoid this with the use of a LLC or by electing
to be treated as an S Corporation. With the
corporate form of ownership, you can usually elect
to implement various tax-free benefits such as life
and health insurace and retirement plans
Transferring
ownership and raising capital are usually easier through
the use of stock. Corporations usually have
a perpetual life as well, distinct from that of the
shareholders.
|