Choosing the Right Entity

The attorneys with the Franchise & Business Law Group are skilled at helping clients understand which entity will best serve their needs as a company. There are often reasons to choose a specific entity that a knowledgeable attorney can help you discover.

Whether you are forming a corporation or an LLC, we help you understand the various factors involved to determine which form of business entity is most appropriate for a particular business, including protection of the owners of the business from debts, obligations and liabilities of the business, and achieving favorable tax treatment. Our attorneys will help you choose which entity type will best suit your business needs.

As a starting point, our corporate and business attorneys suggest that clients review this chart to get an idea of what entity may work best for their particular needs.

Charactersistics Sole Proprietorship General Partnership Limited Liability Company S-Corporation Corporation
Necessary Legal Documentation No Permission Required Agreement of parties involved. No permission required. File with State for permission File with State for permission File with State for permission
Permitted Number of Owners One Unlimitted, but at least two or more Unlimited, but may be only one member Limite to 75 Shareholders Unlimited, but may be only one shareholder
Duration of Entity Limited Limited Unlimited duration in many states Perpetual Perpetual
Liability Sole proprietor is personally liable for all debts and obligations of the business. Each partner is generally personally liable for all debts and obligations of the partnership Members not personally liable for the debts and obligations of the LLC Shareholders not personally liable for the debts and obligations of the corporation Shareholders not personally liable for the debts and obligations of the corporation
Simplicity of Operation Relatively few legal requirements Some formal requirements but less than corporations Formality of board of directors, officers and annual meetings, filing of form 2553 to elect S-corp status Formality of board of directors, officers and annual meetings
Management Full control of management and operations Typically each partner has an equal voice unless otherwise arranged Members have an operating agreement that outlines management The corporation is managed by the board of directors who are elected by the shareholders, and officers run the corporation The corporation is managed by the board of directros who are elected by the shareholders, and officers run the corporation
Taxation Single Level of Taxtion Single Level of Taxation Single Level of Taxation Single Level of Taxation Double Level of Taxation
Pass Through Income/Loss Yes Yes Yes Yes No, corporate losses can’t be deducted by the shareholder