What The Heck is an S Corporation?: Top 10 Things Every LLC Needs:
The three most common types of structures for a small business are the sole proprietor, LLC, and corporation. These are by no means the only options for business structure; there are many more options out there (e.g., general partnerships, limited partnerships, limited liability partnerships, cooperatives, non-profit corporations, etc.).
If you are operating as a sole proprietor, this means that you have not really formed any legal structure of a business entity. If you are just an individual making income from providing services or selling products and you have not registered anything with your state, then you are already operating as a sole proprietor. If you are operating under a trade name (e.g., if I am operating a lawn mowing service under the name “Aiden’s Lawn Mowing Service,” that would be the trade name), then you should file a Statement of Trade Name with the Secretary of State in order to register the fact that you are operating under that trade name. However, just because you file your trade name does not mean that you are an LLC or any kind of entity; you are still just a sole proprietor.
The LLC is the most popular entity formation and that is because (in Colorado, at least) an LLC is inexpensive and relatively simple to start and run. To form an LLC, all you have to do is file Articles of Organization with the Secretary of State (or whatever agency operates business organizations in your state) and boom! you've got yourself an LLC. Of course, there are other things you need to do to make sure your LLC is going to protect you personally and to avoid piercing the corporate veil.
Similar to a sole proprietor, all of the income to the business is taxed as if it were personal income to the business owner.
Finally, the biggest difference between an LLC and sole proprietor is that an LLC does give you that liability protection. So, if there is a lawsuit, or if the LLC is subject to some liability, then you as the business owner should be personally protected and your personal assets would most likely be safe from those liabilities.
When I say "corporation" in this context, I am referring to a C-Corporation specifically. (I'm going to touch on the S-Corporation in just a minute.) The corporation is a little bit more complicated and expensive to set up, but there are some instances where it would be useful to have a corporation. First, it’s important to know that there are three groups of players in a corporation: Shareholders, Board of Directors, and Officers. Shareholders are basically the owners; they own shares of the corporation. The Board of Directors is responsible for making decisions about the operation of the corporation. And the Officers are generally those that are actually participating in the business and managing the business and all of its activities.
Despite these various players, a small business can still form as a corporation and the Shareholder, Board of Directors, and Officers can all be one person. In other words, one person can hold multiple positions within the corporation.
To create a corporation, you will need to file Articles of Incorporation with the Secretary of State. You will also need to write Bylaws, which are essentially the same as an Operating Agreement. The Bylaws say how the corporation is going to be run and managed and operated. If there are going to be multiple shareholders, then you will probably also want to have a Shareholder Agreement.
One of the biggest drawbacks of a corporation is that corporations are subject to double taxation. When money comes into the business it is taxed at the corporate rate as income to the corporation, then when money is distributed to the shareholders, it is taxed again as dividends to the shareholders.
Finally, just like an LLC, the corporation provides liability protection to the Shareholders, the Board of Directors, and the Officers in most instances.
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