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  • Writer's pictureAlvaro Garcia

What are the different legal entity structures?

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When starting a business, one crucial decision you must make is selecting the appropriate legal entity structure. The legal entity structure you choose will have significant implications for your business's operations, tax obligations, liability protection, and overall growth potential. But what are the different legal entity structures? This article will explore some common legal entity structures and their key features to help you make an informed decision.

  1. Sole Proprietorship: A sole proprietorship is the simplest form of business entity, owned and operated by a single individual. It offers complete control over decision-making and requires minimal legal formalities. However, the owner assumes unlimited personal liability for the business's debts and obligations, which can put personal assets at risk. Sole proprietorships do not have separate tax filings, and profits are reported on the owner's individual tax return.

  2. Partnership: A partnership is formed when two or more individuals co-own a business and share its profits, losses, and management responsibilities. There are two main types of partnerships: general partnerships (GP) and limited partnerships (LP). In a GP, all partners have unlimited liability, while in an LP, there is at least one general partner with unlimited liability and one or more limited partners with limited liability. Partnerships file an informational tax return, but the profits and losses are passed through to the partners' individual tax returns.

  3. Limited Liability Company (LLC): An LLC combines the liability protection of a corporation with the operational flexibility and tax benefits of a partnership. LLC owners, known as members, have limited liability, meaning their personal assets are generally protected from business liabilities. LLCs offer flexibility in management structure, profit distribution, and tax treatment. The profits and losses of an LLC can be passed through to the members' individual tax returns, or it can elect to be taxed as a corporation.

  4. Corporation: A corporation is a separate legal entity owned by shareholders. It provides the strongest liability protection for its owners, known as shareholders, as their personal assets are shielded from business liabilities. Corporations have a more complex structure, requiring formalities such as regular meetings, maintaining records, and adhering to corporate governance rules. Profits are taxed at the corporate level, and if distributed to shareholders as dividends, they are taxed again on the shareholders' individual tax returns (double taxation). However, corporations can elect to be treated as an S corporation, allowing for pass-through taxation.

  5. S Corporation: An S corporation is a tax designation rather than a separate legal entity. It offers liability protection similar to a corporation while avoiding double taxation. S corporations have restrictions on the number and type of shareholders, as well as limitations on ownership and capital structure. Profits and losses pass through to shareholders' individual tax returns, like in a partnership or LLC.

Final thoughts:

Selecting the appropriate legal entity structure for your business is a critical decision that should consider factors such as liability protection, tax implications, management flexibility, and growth potential. Each entity structure has its advantages and disadvantages, so it's crucial to assess your business's unique needs and consult with legal and tax professionals to make an informed choice. Our Incorporation Services by our CPA firm in Stockton, CA can help you determine which structure is right for you.

Remember, this article provides a general overview, and it's important to understand the specific laws and regulations in your jurisdiction.


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