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Types of Business Entities Structures

Choose a business structure

The business structure you choose influences everything from day-to-day operations, to taxes, to how much of your personal assets are at risk. You should choose a business structure that gives you the right balance of legal protections and benefits.

Your business structure affects how much you pay in taxes, your ability to raise money, the paperwork you need to file, and your personal liability. You’ll need to choose a business structure before you register your business with the state. Most businesses will also need to get a tax ID number and file for the appropriate licenses and permits. Choose carefully. While you may convert to a different business structure in the future, there may be restrictions based on your location. This could also result in tax consequences and unintended dissolution, among other complications.

Consulting with business GC SERVICES CONSULTANT can prove helpful.

  • A corporation is an independent legal entity that exists separately from the people who own, control and manage it.
  • It does not dissolve when its owners (or shareholders) die because it is considered a separate “person.”
  • A corporation can enter into contracts, pay taxes, transact business, etc.
  • The owners have limited liability.
  • Contact an attorney or an accountant to determine if this structure works for you.

  • A limited liability company (LLC) is similar to a corporation, but with slight differences.
  • Like a corporation, it offers limited personal liability.
  • An LLC is not required to hold regular stockholder or management meetings, and there are no requirements to comply with other corporate formalities.
  • Contact an attorney or an accountant to determine if this structure works for you.

  • A partnership exists when two or more persons co-own a business and share in the profits and losses of the business.
  • Each of the co-owners or partners contribute something, usually money or real property, to the business endeavor.

  • A partnership where the rights and responsibilities are divided equally among the partners.
  • The partners are referred to as general partners because each partner can act on behalf of all the partners, and each partner is responsible for the partnership’s debts and obligations.
  • Contact an attorney or an accountant to obtain more information.

  • A partnership composed of both general and limited partners.
  • This type of partnership allows each partner to determine and/or limit his or her personal liability.
  • Unlike general partners, limited partners are not responsible for the partnership’s actions, debts and obligations.
  • General partners have the right to manage the business. Limited partners do not.
  • Both general and limited partners benefit from the business’s profits.
  • Contact an attorney or an accountant to determine if this structure works for you.

  • A sole proprietorship is the simplest and most common structure chosen to start a business.
  • It is an unincorporated business owned and operated by one individual with no distinction between the business and the owner.
  • Sole proprietorships, when not operating under the owner’s legal name, must register a fictitious name with the Division of Corporations.
  • Contact an attorney or an accountant to determine if this structure works for you.

Sole proprietorship

A sole proprietorship is easy to form and gives you complete control of your business. You’re automatically considered to be a sole proprietorship if you do business activities but don’t register as any other kind of business.

Sole proprietorships do not produce a separate business entity. This means your business assets and liabilities are not separate from your personal assets and liabilities. You can be held personally liable for the debts and obligations of the business.

Sole proprietors are still able to get a trade name. It can also be hard to raise money because you can’t sell stock, and banks are hesitant to lend to sole proprietorships.

Sole proprietorships can be a good choice for low-risk businesses and owners who want to test their business idea before forming a more formal business.


Partnerships are the simplest structure for two or more people to own a business together. There are two common kinds of partnerships: limited partnerships (LP) and limited liability partnerships (LLP).

Limited partnerships have only one general partner with unlimited liability, and all other partners have limited liability. The partners with limited liability also tend to have limited control over the company, which is documented in a partnership agreement. Profits are passed through to personal tax returns, and the general partner — the partner without limited liability — must also pay self-employment taxes.

Limited liability partnerships are similar to limited partnerships, but give limited liability to every owner. An LLP protects each partner from debts against the partnership, they won’t be responsible for the actions of other partners.

Partnerships can be a good choice for businesses with multiple owners, professional groups (like attorneys), and groups who want to test their business idea before forming a more formal business.

Limited liability Company (LLC)

An LLC lets you take advantage of the benefits of both the corporation and partnership business structures.

LLCs protect you from personal liability in most instances, your personal assets — like your vehicle, house, and savings accounts — won’t be at risk in case your LLC faces bankruptcy or lawsuits.

Profits and losses can get passed through to your personal income without facing corporate taxes. However, members of an LLC are considered self-employed and must pay self-employment tax contributions towards Medicare and Social Security.

LLCs can have a limited life in many states. When a member joins or leaves an LLC, some states may require the LLC to be dissolved and re-formed with new membership — unless there’s already an agreement in place within the LLC for buying, selling, and transferring ownership.

LLCs can be a good choice for medium- or higher-risk businesses, owners with significant personal assets they want to be protected, and owners who want to pay a lower tax rate than they would with a corporation.


C corp

A corporation, sometimes called a C corp, is a legal entity that’s separate from its owners. Corporations can make a profit, be taxed, and can be held legally liable.

Corporations offer the strongest protection to its owners from personal liability, but the cost to form a corporation is higher than other structures. Corporations also require more extensive record-keeping, operational processes, and reporting.

Unlike sole proprietors, partnerships, and LLCs, corporations pay income tax on their profits. In some cases, corporate profits are taxed twice — first, when the company makes a profit, and again when dividends are paid to shareholders on their personal tax returns.

Corporations have a completely independent life separate from its shareholders. If a shareholder leaves the company or sells his or her shares, the C corp can continue doing business relatively undisturbed.

Corporations have an advantage when it comes to raising capital because they can raise funds through the sale of stock, which can also be a benefit in attracting employees.

Corporations can be a good choice for medium- or higher-risk businesses, businesses that need to raise money, and businesses that plan to “go public” or eventually be sold.

S corp

An S corporation, sometimes called an S corp, is a special type of corporation that’s designed to avoid the double taxation drawback of regular C corps. S corps allow profits, and some losses, to be passed through directly to owners’ personal income without ever being subject to corporate tax rates.

Not all states tax S corps equally, but most recognize them the same way the federal government does and taxes the shareholders accordingly. Some states tax S corps on profits above a specified limit and other states don’t recognize the S corp election at all, simply treating the business as a C corp.

S corps must file with the IRS to get S corp status, a different process from registering with their state.

There are special limits on S corps. S corps can’t have more than 100 shareholders, and all shareholders must be U.S. citizens. You’ll still have to follow strict filing and operational processes of a C corp.

S corps also have an independent life, just like C corps. If a shareholder leaves the company or sells his or her shares, the S corp can continue doing business relatively undisturbed.

S corps can be a good choice for a businesses that would otherwise be a C corp, but meet the criteria to file as an S corp.

B corp

A benefit corporation, sometimes called a B corp, is a for-profit corporation recognized a majority of U.S. states. B corps are different from C corps in purpose, accountability, and transparency, but aren’t different in how they’re taxed.

B corps are driven by both mission and profit. Shareholders hold the company accountable to produce some sort of public benefit in addition to a financial profit. Some states require B corps to submit annual benefit reports that demonstrate their contribution to the public good.

There are several third-party B corp certification services, but none are required for a company to be legally considered a B corp in a state where the legal status is available.

Close corporation

Close corporations resemble B corps but have a less traditional corporate structure. These shed many formalities that typically govern corporations and apply to smaller companies.

State rules vary, but shares are usually barred from public trading. Close corporations can be run by a small group of shareholders without a board of directors.

Nonprofit Corporation

Nonprofit corporations are organized to do charity, education, religious, literary, or scientific work. Because their work benefits the public, nonprofits can receive tax-exempt status, meaning they don’t pay state or federal taxes income taxes on any profits it makes.

Nonprofits must file with the IRS to get tax exemption, a different process from registering with their state.

Nonprofit corporations need to follow organizational rules very similar to a regular C corp. They also need to follow special rules about what they do with any profits they earn. For example, they can’t distribute profits to members or political campaigns.

Nonprofits are often called 501(c) (3) corporations — a reference to the section of the Internal Revenue Code that is most commonly used to grant tax-exempt status.

Paying estimated quarterly taxes

If you’re a new small business owner, you may be unaware that you might have to calculate and send estimated tax payments to the IRS and — in some cases, the state — each quarter. As an employee, you had the convenience of having your employer withhold and remit taxes throughout the year, but as business owners, you may be responsible for sending quarterly tax payments.

When are federal estimated quarterly taxes due?

  • Quarterly estimated tax payments are generally due April 15, June 15, Sept. 15, and Jan. 15. The January date is for the preceding tax year. If any of these dates fall on a holiday or weekend, the payments are typically due the following business day.
  • A best practice is to put these dates into your calendar, with a reminder several weeks before the due date.

How do you remit and budget for estimated tax payments?

  • If you fail to pay your quarterly estimated taxes, you can incur IRS penalties, which vary each year.
  • Review Form 1040-ES, and mail your payments using vouchers included. Once your business is in the system you should start receiving vouchers from the IRS at the end of each year.

You can also submit payments online through the Electronic Federal Tax Payment System (EFTPS); corporations must use the EFTPS or their tax specialists to make payments.

    Consider these tips for budgeting your estimated tax payments:

    • Establish a separate bank account for your taxes, and use it to set aside a monthly amount toward estimated taxes.
    • If entitled to a tax refund for the preceding year, you can automatically apply that money toward the upcoming year.

Seeking the appropriate information and budgeting ahead of time can help you stay organized, meet your tax obligations, and avoid penalties.