Forms of Business Organization
The study of business organization is a study of complexity: as each business is different, each form of business organization is also unique. From a local hot-dog vendor to a trucking company, from a restaurant to a multinational, each business has different legal, moral and ethical concerns, and there is no “one-size-fits-all” approach to determine how a business should best be organized. Take the first two businesses, the hot-dog vendor and the trucking company, as an example: assume that each business is operated by a single individual.
While one may argue that the proper form of organization for each would be a sole proprietorship, that would not be the case: the hot-dog vendor could clearly be operated as a sole proprietorship, but not the trucking company. Because of the nature of the trucking business, limiting the liability of the principals is vital: thus, the best form of organization for the trucking company would most likely be an LLC (limited liability company).
It is the easiest form of business to setup: again, according to Entrepreneur, a sole proprietor need only register his or her name and secure local licenses, and the sole proprietor is ready for business. As the business is not incorporated, all assets and liabilities relating to this form of business are under the control of the individual who started the business; thus, the business owner assumes full liability in the event of a legal judgment. In addition, as there is no legal protection for the business (it being indistinct from the owner), it is entirely possible for a sole proprietor to see their business liquidated as the result of a lawsuit.
The owner has complete control of this form of business: no control has to be granted to anyone else. An advantage to this is that they retain all profits: nothing has to be shared with anyone else, and their return on investment is 100%. Income taxes are easy to calculate: a sole proprietor need only declare their business income on their individual tax form. Because of this, there is no real additional workload or burden to the owner unless they choose to do business under a name other than their own, in which case they would be required to register their business name with the particular jurisdiction they reside in.
The location of the business only matters if an individual wants to avoid a particular jurisdiction’s individual income taxes (corporate taxes are not filed for this form of business): for instance, some states do not charge income tax. No separate legal entities have to be formed if the business changes location: the business is connected to the individual and the business exists as long as the individual chooses to operate it. This form of business has a limited longevity: according to Entrepreneur, sole proprietorships rarely survive the death or incapacity of their owners and so do not retain value. They generally dissolve upon the death of the principal and so cannot be passed on to heirs or others.
General Partnership
According to the Small Business Administration, a general partnership is a business owned by two or more people, with the business partners equally sharing the responsibilities of the business. Like a sole proprietorship, the individual owners of the business assume unlimited liability: it is possible for the business owners to be liquidated due to a legal judgment or the failure of the business. Additionally, because the actions of one of the partners are binding on all the others, the entire partnership can prosper or suffer due to the actions of a single member (The Free Dictionary). Also like a sole proprietorship, a general partnership is, as Quick MBA puts it, a “?…tax reporting entity, not a tax paying entity.”? In other words, the partnership is only a method of business organization; it is not a legal entity for tax purposes, and the individual business owners assume tax liability separately.
The longevity of a partnership is potentially greater than a sole proprietorship: for example, since there are one or more other partners, the death of one member does not mean the end of the business since their share can be passed along to heirs. Control in a general partnership is shared equally: since there is no one owner, all decisions (and their effects) are shared equally. Profits are divided among the partners: while the liabilities are shared, the profits can sometimes be divided unequally upon agreement.
This can affect return on investment: since it is possible to invest in a partnership without being an active member, it is possible to lose money on an investment if the active principals make decisions that affect the business negatively. As with a sole proprietorship, location is not a real concern with a general partnership: since the principals, not the business, are the ones responsible for the tax liability, the decision on where to locate has little to do with corporate tax liability. Like a sole proprietorship, the only real regulatory burden is if the general partnership chooses to do business under a name under their own: the name would have to be registered.
Limited Partnership
A limited partnership is similar to a general partnership. Quick MBA describes a limited partnership as a partnership with two or more partners, with one or more general and limited partners. The biggest difference is that a limited partner does not assume unlimited liability: their liability is limited to the amount of their investment. Also, since general partners are held wholly liable, they are often LLC’s (limited liability corporations) rather than individuals. Like a general partnership, income and income taxes are generally divided among the principals, but a limited partnership has to meet certain criteria to enjoy this right: otherwise it is taxed as a corporation.
The rules of continuity in this sort of organization are different from those of a general partnership. The continuity of the organization is assured: while a general partnership generally must dissolve if a partner leaves, shares of a limited partnership can be created and can be transferred, bought or sold, though principals in the organization have the right to first bid (Quick MBA). Control of a limited partnership rests in the hands of the general partners: because they have management control, they do not have to grant control to anyone else in the organization: in fact, limited partners lose their status if they take a managing role in the business.
Like the general partnership, the profits are shared between the partners: because limited partners are investors in the company, they often receive a greater share of the profits because of their financial contribution. Location concerns as the same as in a general partnership. Concerns of convenience or burden are also the same unless the partnership acts as a corporation, in which case corporate regulations must be followed.
C-corporation
According to Wikipedia, C-corporations are corporations that are taxed separately from their owners. In the United States, corporations are considered “people” for tax and liability purposes: in this form of business organization, C-corps are individual “persons” considered separate from shareholders and directors (Expertlaw.com). Because of this, the liability of the shareholders (note that in a corporation, shareholders are the owners of the organization) is limited: shareholders are protected from assuming the burdens of the corporation if it is unable to meet its obligations. Income taxes for the c-corp are calculated at the corporate tax rate: sometimes this rate is lower than the income tax rate of the shareholder’s, but oftentimes it proves to be much higher.
Dividends are subject to the capital gains tax of 15%, then subject to the income tax rate of the shareholder; thus, the profits have been taxed twice. The longevity of this form of organization is perpetual: because the company is owned by shareholders, even if the owner leaves the company can continue to exist (The Company Corporation). Control of a C-Corp rests in the hands of shareholders: the owner has control only so far as their share of the company allows. Shareholders generally elect a board of directors to act on their behalf. As with control of the company, profits belong to the owner only in proportion to the amount of stock in the company they possess.
Compared to the forms of organization discussed previously, location has a great deal to do with how and where a C-Corp does business. Phrases such as “Nevada corporation” or “Delaware corporation” have entered popular usage: they refer to corporations incorporated in these states solely due to their business-friendly incorporation laws (i.e. easy incorporation, no need to elect a board or issue stock, etc). Because corporations are regulated by the states, often times businesses will be incorporated in a state other than the one they do business in. This form of business organization comes with more of a burden on the business owner than the previous three: the states and the federal government heavily regulate corporations, these forms of business are more expensive to establish, and the paperwork burden is much greater.
S-Corporation
S- and C-corps are very similar, but there are some differences. Like a C-corporation, shareholders are not individually liable for business debts and resopnsibilities (BizFilings). Also, the are similar when it comes to the longevity, profit retention, and location requirements of an S- or C-corporation. The two biggest differences involve the control of the company and the income tax burden. In a C-corp, an unlimited number of shareholders are allowed, and they can be domestic or foreign nationals; however, a S-corp only allows 100 shareholders, and they must be US nationals. When it comes to income taxes, C-corps file as a corporation and corporate taxes are paid; however, an S-corp is a “pass-through”, meaning that taxes on earnings are filed and paid by the individual shareholders.
Limited Liability Company
A limited liability company, according to Wikipedia, is a form of organization that combines the features of a partnership with those of a corporation. Like a corporation, liability is limited: the personal assets of business owners are generally shielded from those of the company. Income taxes are treated differently from the other forms of organization: an LLC can elect how it wants to be treated for tax purposes. LLC’s are, like partnerships and sole proprietorships, pass-through entities: taxes are generally not calculated on the firm as a whole, but on the earnings reported on the individual tax returns of the principals. The continuity of the organization depends on how it is organized: if it is organized as a partnership, the longevity is assured.
The principals of the company have control of the company: if one person alone is in charge, the LLC can operate as a sole proprietorship for control purposes. Profits are divided among the individual owners: a single owner retains control of all profits, but partners divide the proceeds. The location of an LLC can be important: for instance, in Washington D.C., LLC’s are not allowed to pass-through income for tax purposes, and some states assess levies for the privilege of operating as an LLC (Wikipedia).
Compared to corporations, LLC’s have only a minor paperwork burden: though some states regulate them more than others, there is often little more to do aside from filing the standard sole proprietorship/partnership paperwork. Different companies call for different forms of organization: what may work for the sole owner of a shop may not be successful for a large organization. Oftentimes the greater paperwork or regulatory burden imposed on corporations is offset by the advantages of incorporation; sometimes an LLC or partnership may work better. Before deciding on the form of business organization, a prospective business owner will do well to perform a thoughtful analysis to determine which approach will suit their business model.
ReferencesInternal Revenue Service. Sole Proprietorships. [->0][->1]. Accessed October 9, 2012. Enterpreneur. The Basics of Sole Proprietorships. [->2]. Accessed October 9, 2012. Small Business Administration. Partnerships. [->3]. Accessed October 6, 2012. Quick MBA. The General Partnership.
