The Three Types of Business Entity – Everything You Need to Know (and then some)
There are three basic types of business entity from a taxation point
of view. These are proprietorships, partnerships and corporations. For
the greater part, it is local law that determines the type (sometimes
called the form) of business enterprise.
A business entity that
has only one owner and has not incorporated is called a proprietorship.
A business with two or more owners that has not incorporated is a
partnership. Any business can incorporate and thus become a corporation
under local law, regardless of the number of owners.
The type of
business entity you select for your business will have significant
federal income tax consequences. Proprietorships and partnerships that
have not incorporated will not pay any separate income taxes on
business profits. Their profits or losses will pass through to the
owners, who must declare these income / loss items on their personal
income tax returns and pay tax accordingly. In general, the owners of
an unincorporated business can transfer property to or from the
business without this being recognized as a taxable transaction.
Unincorporated businesses may have two significant disadvantages that
are not directly related to taxation.
One drawback with being an
unincorporated business entity is that when significant capital needs
to be raised, willing outside investors could be difficult to find. The
other disadvantage concerns liability. There is simply no way to escape
unlimited liability; the owner of a proprietorship becomes personally
liable for all the debts and liabilities of the business. If there is
more than one owner, it would be preferable to have at least one of
them with the personal capability to absorb unlimited liability for all
claims against the business.
In an increasingly litigious
society, it is best to protect oneself by placing some limitation on
personal liability. This is the attraction offered by incorporation,
since it provides investors limited liability from claims. The
corporation has thus become a popular form of business entity. For a
widely held business enterprise, incorporation will make it easier to
obtain financing, because it is easier for investors to put money into
the corporation through buying debt and equity securities that the
corporation is authorized to issue.
However, if the business
entity is a corporation, its earnings- including dividends – will be
subject to federal income tax. Once the shareholders receive the
dividends, they also have to pay personal income tax. In other words,
the income gets taxed twice. If the corporation incurs losses, the tax
benefit will remain with the corporation, but cannot be used to reduce
the personal tax liabilities of the owners.
The newer form of
business entity is the limited liability company (LLC). A LLC is in
essence a partnership in which there is no general partner. Its owners
have no personal liability for the debts of the business. Federal tax
laws do not recognize the LLC as a separate type of tax entity and most
are treated as partnerships for federal taxation purposes. In terms of
flexibility, the LLC has an advantage over the S corporation, because
their ownership requirements are less rigid and they have more
flexibility in allocating profits and losses among the owners.
The
S corporation, however, has several advantages over the LLC. It will be
easier to convert an existing C corporation to an S corporation than to
a limited liability company. As a business entity, the S corporation
provides a greater level of certainty in jurisprudence than the LLC
does.









