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Unfolding Business Structures


Article by Thomas Carton

Photography by Thomas Carton

Unfolding Business Structures: A Financial Pivot

Embarking on a business voyage encompasses pivotal decisions, one being the selection of your business structure. This choice is more than a mere legal formality; it's a critical determinant that navigates the legal and tax landscapes, significantly impacting your financial bearings and the longevity of your venture. The right structure molds your costs, liabilities, and team assembly—a cornerstone for any emerging venture.

A business structure is the legal silhouette of your business. When registering for a Federal Employer Identification Number (FEIN), the selected structure is critical in orchestrating ownership, personal liability, and tax management, laying a robust foundation for future growth. It's the legal conduit enabling your business to operationalize within your state post-registration.

The realm of business structures often breeds confusion, especially regarding their liabilities. For example, a common mistake is viewing a Limited Liability Company (LLC) as an IRS entity. An LLC is actually a state designation and has nothing to do with your tax status. Each state harbors unique requisites for initiating and sustaining a business, including varying fee structures.

Here are the four quintessential business structures:

Sole Proprietorship:

This common structure is an unincorporated business owned by an individual. It's straightforward with no legal distinction between the individual and the business. However, simplicity comes at a cost—the proprietor reaps all profits yet bears all business debts, losses, and liabilities, a factor that could significantly impact one's financial security.


A collaborative venture between two or more individuals. It’s facile to establish and may offer some liability shield if structured as a Limited Partnership (LP) or Limited Liability Partnership (LLP). They are deemed pass-through entities for tax purposes, a feature that could bring tax advantages or disadvantages depending on the broader financial picture.

a) General Partnerships: Equal responsibility and liability are shared among partners, engaging in daily business operations.

b) Limited Partnership (LP): Comprising at least one general partner and one limited partner. The general partner oversees business operations with unlimited liability, while the limited partner is essentially an investor with limited liability.

c) Limited Liability Partnership (LLP): Partners enjoy limited personal liability, unaccountable for others' misconduct, and engage in business management.


A collective of individuals forming a single legal entity, distinct from its owners, bearing no personal liability. They enjoy rights akin to individuals, like contract engagement and legal proceedings. The structured setup of corporations may provide a shield against personal financial adversities, yet the double taxation aspect of C Corporations can be a financial pitfall.

a) C Corporation (C Corp): The default classification, taxed firstly at the corporate rate, and again at a personal rate on shareholder distributions.

b) S Corporation (S Corp): A pass-through entity, where shareholders report income on personal tax returns, bound by stringent IRS criteria regarding shareholders. One such criterion is the requirement to pay "reasonable compensation" to any owners who work for the business. You can learn more by reading our full article on reasonable compensation for corporations.

Limited Liability Company (LLC):

A state-regulated structure, offering a hybrid legal framework, safeguarding personal assets from business failures. Tax treatment varies based on initial elections, a facet that can be tailored to meet financial and operational needs.

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The optimal structure hinges on your long-term visions, ownership dynamics, employment strategies, and potential legal risks. Registering within your state is beneficial for most businesses. If you envision a closely-held venture, an LLC or S Corp could be apt. Conversely, a C Corp suits ventures eyeing external investors, aligning with the financial and operational goals.

Given the tax and legal intricacies, consulting with a legal or tax professional is prudent to discern the fitting structure for your objectives. We are here to furnish tax counsel to propel you toward those objectives. If you are looking to learn more about how your entity type may be affecting your tax burden, or want to make a new entity election, reach out to us at any time.

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