Kathleen A. Hunt

Chart: Ways to Organize Your Business

The pros and cons of corporations, LLCs, partnerships, sole proprietorships, and more.

Type of Entity

Main Advantages

Main Drawbacks

Sole Proprietorship

Simple and inexpensive to create and operate
Owner reports profit or loss on his or her personal tax return

Owner personally liable for business debts

General Partnership

Simple and inexpensive to create and operate
Owners (partners) report their share of profit or loss on their personal tax returns

Owners (partners) personally liable for business debts

Limited Partnership

Limited partners have limited personal liability for business debts as long as they don't participate in management
General partners can raise cash without involving outside investors in management of business

General partners personally liable for business debts
More expensive to create than general partnership
Suitable mainly for companies that invest in real estate

Regular Corporation

Owners have limited personal liability for business debts
Fringe benefits can be deducted as business expense
Owners can split corporate profit among owners and corporation, paying lower overall tax rate

More expensive to create than partnership or sole proprietorship
Paperwork can seem burdensome to some owners
Separate taxable entity

S Corporation

Owners have limited personal liability for business debts
Owners report their share of corporate profit or loss on their personal tax returns
Owners can use corporate loss to offset income from other sources

More expensive to create than partnership or sole proprietorship
More paperwork than for a limited liability company which offers similar advantages
Income must be allocated to owners according to their ownership interests
Fringe benefits limited for owners who own more than 2% of shares

Professional Corporation

Owners have no personal liability for malpractice of other owners

More expensive to create than partnership or sole proprietorship
Paperwork can seem burdensome to some owners
All owners must belong to the same profession

Nonprofit Corporation

Corporation doesn't pay income taxes
Contributions to charitable corporation are tax-deductible
Fringe benefits can be deducted as business expense

Full tax advantages available only to groups organized for charitable, scientific, educational, literary or religious purposes
Property transferred to corporation stays there; if corporation ends, property must go to another nonprofit

Limited Liability Company

Owners have limited personal liability for business debts even if they participate in management
Profit and loss can be allocated differently than ownership interests
IRS rules now allow LLCs to choose between being taxed as partnership or corporation

More expensive to create than partnership or sole proprietorship
State laws for creating LLCs may not reflect latest federal tax changes

Professional Limited Liability Company

Same advantages as a regular limited liability company
Gives state licensed professionals a way to enjoy those advantages

Same as for a regular limited liability company
Members must all belong to the same profession

Limited Liability Partnership

Mostly of interest to partners in old line professions such as law, medicine and accounting
Owners (partners) aren't personally liable for the malpractice of other partners
Owners report their share of profit or loss on their personal tax returns

Unlike a limited liability company or a professional limited liability company, owners (partners) remain personally liable for many types of obligations owed to business creditors, lenders and landlords
Not available in all states
Often limited to a short list of professions

© 2009 Nolo

This testimonial or endorsement does not constitute a guarantee, warranty, or prediction regarding the outcome of your legal matter. This is attorney advertising. This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship.