People start businesses all the time. People also close businesses all the time. To keep your business running you need to do some planning.
From choice of entity to operating agreements, insurance, policies, negotiating and drafting contracts, and other considerations, professionals can help you avoid many problems down the road.
There are several important components to consider when starting a business. Some of the most important are:
- Choosing the right type of entity,
- Drafting the governing documents for your business, such as Operating Agreements, By-Laws, Shareholder Agreements, etc., and
- Tax considerations.
Others, such as choosing the right partners, are a bit more subjective.
Type of Entity
Below are most of the types of entity one can choose from:
- Sole Proprietor
- General Partnership
- Limited Partnership
- Limited Liability Partnership
- Limited Liabiltiy Company
- C Corporation
- S Corporation (really a C Corp with a pass through tax election)
- Trusts
- Associations
Most of these entities require filing documents with the State Corporation Division or the County Registry of Deeds (Trusts) and have various specifics for proper formation as well as specific requirements to maintain entity status.
Governing Documents
Governing documents are important but not always required by law. Run your business without them at your peril. Some entities are required by law to have certain documents in place, and in some cases they are required to file them as public record. Some examples are:
- Operating Agreement
- Business Plan
- Shareholder Agreement
- By-Laws
- Succession Plan
These documents can be as simple or as complicated as you or your attorney desires to make them. Some are more complicated simply because of the structure of the entity. For example, Trust and Corporation governing documents are generally more complex than LLCs, although LLCs can be quite complex when members take advantage of their flexibility.
Tax Considerations
Generally speaking taxes are necessary and beneficial, so our goal is not to help you get out of paying taxes, but instead help you form and operate your business in a way that minimizes undue tax burden.
After considering all of the pros and cons of the types of entity, you need to understand the tax consequences of choosing a particular entity as compared to other types of entity. What might happen down the road? How will it impact your tax liability? Consider the recent tax cut for corporations, cutting it to 21%. Choosing a C-Corp might be enticing at that low tax rate, but what if it gets raised several years down the road to 35% or 40%, what happens to your company?
Bottom line is tax consequences for different entities in certain situations may require a choice of entity that at first didn’t seem as viable. The key is to select the entity first for liability protection, then consider the tax consequences and see if the overall picture still works.