7 Steps to Choose the Right Legal Structure for Your Business

Choosing the right legal structure for your business is one of the most important decisions you will make as an entrepreneur. The legal structure affects how you pay taxes, how you raise funds, how you protect your assets, and how you manage your operations. In this article, we will explain what a legal structure is, why it matters, and how to choose the best one for your business.

What is a legal structure?

A legal structure is the way your business is organized and registered with the government. It defines the rights and responsibilities of the owners, managers, and employees of your business. It also determines how your business is taxed and regulated by the authorities.

There are different types of legal structures that you can choose from, depending on your business goals, needs, and preferences. Some of the most common ones are:

 

– Sole proprietorship: This is the simplest and most common form of business ownership. It means that you are the only owner and operator of your business. You have full control over your business decisions and profits, but you also have unlimited liability for your business debts and obligations. You do not need to register your business with the state, but you may need to obtain a business license or permit depending on your industry and location. You report your business income and expenses on your personal tax return.

– Partnership: This is a form of business ownership where two or more people agree to share the ownership and management of a business. There are different types of partnerships, such as general partnerships, limited partnerships, and limited liability partnerships. Each partner contributes money, property, labor, or skills to the business and shares in the profits and losses. Partners are jointly and severally liable for the debts and obligations of the partnership, unless they form a limited liability partnership (LLP), which protects them from personal liability for the actions of other partners. Partnerships must register with the state and file a partnership tax return.

– Corporation: This is a form of business ownership where the business is a separate legal entity from its owners. The owners are called shareholders or stockholders, who own shares of stock in the corporation. The shareholders elect a board of directors, who appoint officers to manage the day-to-day operations of the corporation. The corporation has its own rights and responsibilities, such as entering into contracts, suing and being sued, owning property, and paying taxes. The corporation must register with the state and file a corporate tax return. The shareholders are generally not personally liable for the debts and obligations of the corporation, unless they engage in fraud or misconduct.

– Limited liability company (LLC): This is a hybrid form of business ownership that combines some features of a corporation and some features of a partnership. The owners are called members, who can be individuals, corporations, or other entities. The members can choose how to manage the LLC, either by themselves or by appointing managers. The LLC has its own rights and responsibilities, similar to a corporation. The LLC must register with the state and file an LLC tax return. The members are generally not personally liable for the debts and obligations of the LLC, unless they engage in fraud or misconduct.

Why does legal structure matter?

Choosing the right legal structure for your business matters because it affects:

– Your tax liability: Different legal structures have different tax implications for your business income and expenses. For example, sole proprietorships and partnerships are considered pass-through entities, which means that their profits and losses are passed through to their owners’ personal tax returns. Corporations are taxed separately from their owners at the corporate level, which may result in double taxation if they also distribute dividends to their shareholders. LLCs can choose whether to be taxed as pass-through entities or as corporations.

– Your personal liability: Different legal structures have different levels of protection for your personal assets from your business debts and obligations. For example, sole proprietorships and general partnerships expose you to unlimited personal liability for your business activities, which means that your creditors can go after your personal assets such as your home, car, or bank account if your business cannot pay its bills. Corporations and LLCs limit your personal liability to the amount of money you invested in your business, unless you personally guarantee a loan or commit fraud or misconduct.

– Your funding options: Different legal structures have different options for raising capital for your business growth and expansion. For example, sole proprietorships and partnerships rely mainly on their own savings, loans from family and friends, or bank loans to fund their businesses. Corporations can issue shares of stock to raise money from investors in exchange for ownership in their businesses. LLCs can also issue shares of membership interest to raise money from investors, but they may face more restrictions than corporations.

– Your operational flexibility: Different legal structures have different degrees of flexibility in how they run their businesses. For example,
sole proprietorships have complete freedom to make their own decisions without consulting anyone else. Partnerships have to follow the terms of their partnership agreement, which may limit their ability to make changes or exit the business. Corporations have to follow the rules and regulations of their state and federal governments, as well as their own bylaws and articles of incorporation, which may impose more formalities and paperwork on their operations. LLCs have more flexibility than corporations, as they can customize their operating agreement to suit their needs and preferences.

How to choose the best legal structure for your business?

There is no one-size-fits-all answer to this question, as different legal structures have different advantages and disadvantages depending on your business goals, needs, and preferences. However, here are some general steps that you can follow to help you make an informed decision:

– Assess your business goals: What are you trying to achieve with your business? Do you want to maximize your profits, minimize your taxes, protect your assets, attract investors, or something else? Your business goals will help you narrow down your options and prioritize the factors that matter most to you.

– Evaluate your business risks: What are the potential risks and liabilities that your business may face? Do you deal with hazardous materials, sensitive information, or customers’ personal data? Do you have employees, contractors, or partners who may sue you or cause damage to your business? Your business risks will help you determine how much protection you need from personal liability.

– Compare your options: Once you have a clear idea of your business goals and risks, you can compare the different legal structures that are available to you. You can use online tools, such as this, to help you compare the pros and cons of each option. You can also consult with a lawyer, an accountant, or a business advisor to get professional advice on the best option for your specific situation.

– Register your business: After you have chosen the best legal structure for your business, you need to register your business with the appropriate authorities. Depending on your location and industry, you may need to register with the state, the county, the city, or the federal government. You may also need to obtain a business license, a permit, a tax identification number, or other documents to operate legally. You can use online tools, such as this, to help you find out what you need to register your business.

Legal Structure: An Overview

Legal structure refers to the type of business entity that a company chooses to operate under. It determines the income tax return form to file, the amount of tax to pay, and the risk exposure of the company. The most common legal structures for businesses are sole proprietorship, partnership, LLC, corporation, and S corporation. Legal structure can also refer to the rules and constitution of an organization formed by a group of people. The legal structure of a business affects its legal identity, governance structure, liability for debts, and specific responsibilities. Seeking professional advice can help make an informed decision about legal structure.

Legal Structure: Global Demand Trends

The choice of legal structure can have a significant impact on the global demand for a business’s products or services. Different legal structures offer different advantages and disadvantages in terms of market access, taxation, regulation, and reputation. Some legal structures may be more suitable for certain industries or markets than others. For example, a cooperative may be more appealing to customers who value social responsibility and community involvement, while a private limited company may be more attractive to investors who seek limited liability and flexibility. According to a report by Business News Daily, the global demand for legal structures varies by region and sector. The report states that:

– In North America, LLCs are the most popular legal structure, followed by corporations and sole proprietorships. LLCs offer a balance between liability protection and tax benefits, as well as flexibility in management and ownership.
– In Europe, private limited companies (bv) are the most common legal structure, followed by cooperatives and professional partnerships (maatschap). Private limited companies offer limited liability for shareholders and directors, as well as access to the European single market.
– In Asia, sole proprietorships are the most prevalent legal structure, followed by partnerships and corporations. Sole proprietorships are easy to set up and operate, but they expose the owner to unlimited liability and tax obligations.

Choosing a legal structure that suits the business’s goals, needs, and values can help increase its global demand and competitiveness.

References:

https://web.archive.org/web/20061207063227/http://www.companieshouse.gov.uk/about/busRegArchive/RegIssue56.pdf

https://www.jaygalbraith.com/images/pdfs/StarModel.pdf

https://www.sba.gov/business-guide/launch-your-business/choose-business-structure

https://fundsnetservices.com/legal-structure-meaning
https://business.gov.nl/starting-your-business/choosing-a-business-structure/tool-for-choosing-a-dutch-legal-structure/
https://www.the-sse.org/resources/starting/selecting-a-legal-structure-for-your-social-enterprise/
https://www.businessnewsdaily.com/8163-choose-legal-business-structure.html