Starting a Small Business

Small Business Start-Up Advice: Deciding Between LLC or S Corporation Status

5/17/2015

Entrepreneurs taking the first steps towards actually establishing their own business have a lot of important decisions that need to be made, and one of those is whether to take steps to establish your sole proprietorship or partnership as an LLC or an S corporation. As soon as you start your business you are already a sole proprietor, and many people are fine with leaving things at that level, without having established a formal business entity. But there are good reasons for considering the alternatives that are available to you.

The first thing to realize is that there are specific disadvantages to simply remaining a sole proprietorship. Leaving things on this informal basis means that you and your business have no official dividing line - you are one and the same, with nothing separating you legally. If your business is the object of a lawsuit, or if your business goes bankrupt, then your personal assets can be seized by your business' creditors or by the lawsuit's plaintiffs. The way to protect your personal assets is to select a way of structuring your business that creates a wall between them and the business, and that means selecting a business entity structure. The two that are your best options are likely either a limited liability company (LLC) or an S corporation.

There are several advantages and protections offered by establishing your business in this way. One of the most important is that investors are much less likely to provide funding to a sole proprietorship or partnership that isn't formally structured, while being established as an LLC or as an S corporation eliminates investors' concerns about risking their own personal assets and encourages investment. Another advantage to having a formal business structure is that either an S corporation or an LLC can be passed on to heirs or sold, where a sole proprietorship cannot.

There are several benefits offered by establishing your business as an S corporation. In addition to protecting personal assets, an S-corporation also offers several other advantages, including the fact that an S corporation is only taxed once. By comparison, a C corporation gets taxed first on its annual profits and then the shareholders and owner are taxed on any dividends they may have received. The S-corporation's tax liability passes to the owner's personal income tax, allowing them to pay taxes just once. One important thing to remember about S corporations as compared to LLCs is that S corporations are limited to just 100 shareholders who are citizens of the United States. For companies that need to raise large amounts of capital, this restriction may prove to be a problem.

There are also benefits offered by establishing your business as an LLC. LLC's are state entities and only provide liability protection in the state they are formed. You may choose to form multiple LLC's for your business if you do trade in multiple states. An LLC also will protect your personal assets, but has the advantage of requiring less in the way of administrative paperwork and filings. There are very few formalities involved with forming an LLC, and the company will not be required to have bylaws or keep minutes of any meetings that are held: in fact, the only paperwork that is required of an LLC is the initial document that establishes the LLC's operating agreement. Once each member of the company has signed off on that document, it is kept on file at the company's headquarters, and the only other requirement is that an annual report be filed with the state in states that have that requirement. The LLC also offers much greater flexibility in terms of the number of shareholders and their citizenship, with no restrictions on the number of investors of on whether they are U.S. citizens. This provides company owners many more options for raising money.

The decisions involved in establishing your business as a sole proprietorship or partnership organized as an LLC, or an S corporation are important, as it can have long term impact on the security of your personal assets and your ability to attract investors. When making these decisions and other important business considerations, it is often a good idea to seek professional help. For accounting assistance, call Atlanta Accountant Karen C. Drescher, CPA PC at (770) 474-0464.

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Karen C. Drescher, CPA, CGMA

Whether it is helping a individual or a Georgia small business with their taxes, or offering to be a backstop through their difficulties, Karen is always there for her clients. When you are a client of Karen's, she always tries to make you feel comfortable in a casual and friendly environment.

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