Guide to Starting Up a Business

Business Basics - Determining the Legal Structure of Your Business
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When you start a business, there are hundreds of questions that need answering. How much money do you really need to start a business? How do you register it with the government? How do you build a website? Who’s your target customer, and what tactics and messaging should you use to reach them? You’ll quickly find that coming up with the idea for a new business is the easy part. Actually executing on that idea is where it gets interesting.

Everyone wants more visitors, more qualified leads, and more revenue. But starting a business isn’t one of those “if you build it, they will come” situations. In order to build a successful company, you’ll need to create and fine-tune a business plan, assess your finances, complete all the legal paperwork, pick your partners, choose the best tools and systems to help you get your marketing and sales off the ground … and a whole lot more. We’re here to guide you through that process. This guide covers everything from the paperwork and finances to defining your business goals to building and growing your business online.

Starting a business involves a whole lot of moving pieces, some more exciting than others. Brainstorming business names? Fun! Filing taxes? … Not so fun. The trick to successfully getting your business off the ground is to meticulously plan and organize your materials, prioritize properly, and stay on top of the status and performance of each and every one of these moving parts.

From registering with the government to getting the word out about your business to making key financial decisions, here’s an overview of what you’ll need to do to start a successful business.

Lesson 1. Determining the Legal Structure of Your Business

1.1 The 4 Most Common Business Structures

The legal structure of your business will determine what you need to do to register with the government, how you’re taxed, what risks you need to take on, and so on.

The four most common business structures are the sole proprietorship, the partnership, the limited liability company (LLC), and the corporation. Each legal structure has its pros and cons, and it’s worth understanding every one before you make a decision. Many people starting a business will choose to register either as an LLC or a corporation, for example, because those two structures will give owners limited liability protection. But on the other hand, there’s a lot more paperwork and expense associated with a corporation or LLC.

 1. Sole Proprietorship

Example: Freelance graphic design.

What it is: A sole proprietorship is a business that’s owned and run by one person, where the government makes no legal distinction between the person who owns the business and the business itself. It’s the simplest way to operate the business. You don’t have to name your business anything other than your own, personal name, but if you want to, you can give it its own distinctive name by registering what’s called a Doing Business Name (DBA). (We’ll get back to that in the “Choosing & Registering Your Business Name” section.)

Pros and Cons of Sole Proprietorship

Pros: It’s easy and inexpensive to create a sole proprietorship because there’s only one owner, and that owner has complete control over all business decisions. Tax preparation is also pretty simple since a sole proprietorship is not taxed separately from its owner.

Cons: It can be dramatically more difficult to raise money and get investors or loans because there’s no legal structure that promises repayment if the business fails. Also, since the owner and the business are legally the same, the owner is personally liable for all the debts and obligations of the business.

How taxes work: The individual proprietor owns and manages the business and is responsible for all transactions, including debts and liabilities. Income and losses are taxed on the individual’s personal income tax return at ordinary rates. In addition, you are also subject to payroll taxes, or self-employment taxes, on the money you earn. (More on self-employment taxes later.)

2. Partnership

Example: Multiple doctors maintaining separate practices in the same building.

What it is: A partnership is a single business where two or more people share ownership, and each owner contributes to all aspects of the business as well as shares in the profits and losses of the business.

Pros and Cons of Partnership Business

Pros: It’s generally pretty easy to form a business partnership, and it doesn’t tend to be super expensive, either. Having two or more people equally invested in the business’ success allows you to pool resources. It also means you have access to more than one person’s skill set and expertise.

Cons: Just like a sole proprietor, partners have full, shared liability if the business goes south. That also means that partners aren’t just liable for their own actions, but also the actions of their partner(s). There is a variant on partnerships called a limited liability partnership, or LLP, that protects against that — which is how most law firms are organized, for example.

Finally, when more than one person is involved in decisions, there’s room for disagreement — which means it’s important to have an explicit agreement over how the obligations and earnings will be split, especially if/when things go wrong.

How taxes work: To form a partnership, you have to register your business with your state, a process generally done through your Secretary of State’s office.

3. Limited Liability Company (LLC)

Example: A small design firm.

What it is: LLCs are a type of business structure that’s more complex than sole proprietorships and partnerships, but less complex than corporations. They are called “pass-through entities” because they’re not subject to a separate level of tax. Most states don’t restrict ownership on LLCs, and so members can include individuals, corporations, and even other LLCs and foreign entities. Most states also permit “single-member” LLCs, those having only one owner.

Pros and Cons of LLC

Pros: As the name suggests, owners of an LLC have limited liability, meaning that they personally are not responsible for any financial or legal faults of the business. This reduction in risk is what makes an LLC a very popular business structure.

Cons: LLCs are often more complex than sole proprietorships or partnerships, which means higher initial costs, and certain venture capital funds are hesitant to invest in LLCs because of tax considerations and the aforementioned complexity. That being said, they’re simpler to operate than a corporation because they aren’t subject to as many formalities.

How taxes work: LLCs have the benefit of a “flow-through” tax treatment, meaning that the owners – not the LLC – are the ones who are taxed. Having only one level of tax imposed makes taxes easier.

4. Corporation

Example: Microsoft, Coca-Cola, Toyota Motor, and almost all well known businesses.

What it is: A legal entity that is separate and distinct from its owners, and has most of the rights and responsibilities that an individual possesses (to enter into contracts, loan and borrow money, sue and be sued, hire employees, own assets, and pay taxes.) It’s more complex than the other business structures, and it’s generally suggested for larger, established companies with multiple employees.

Pros and Cons

Pros: They make seeking venture financing easy. They also provide the best protection for personal assets, as the founders, directors, and stockholders are (usually) not liable for the company’s debts and obligations – only the money and resources they’ve personally invested.

Cons: Because they’re much more complex than other business structures, they can have costly administrative fees, and more complicated tax and legal requirements.

How taxes work: Corporations are required to pay federal, state, and in some cases, local taxes. There are two different types of corporations: “C corporations” and “S corporations.” C corporations are subject to double taxation – so any profit a C corporation makes is taxed to the corporation when earned, and then is taxed to the shareholders when distributed as dividends. The corporation does not get a tax deduction when it distributes dividends to shareholders. Shareholders cannot deduct any loss of the corporation, but they are also not responsible directly for taxes on their earnings – just on the dividends they give to shareholders. S corporations, on the other hand have only one level of taxation.

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About the Tutor

Anita Sadoh

Anita Sadoh

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Business startup guide, financing, legalities
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Guide to Starting Up a Business

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Anita Sadoh
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