Limited Liability Company Capital Structure

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The first step in starting any business is choosing the right structure. Often, business owners will consult with a lawyer before they start a company to make sure that all of their forms are in order. Business owners can choose from common business structures like sole proprietorships, C corporations, partnerships, limited liability companies (LLC) and S corporations.

Limited Liability Companies

An LLC is considered an entirely separate entity from the business owner. This means that the corporation is responsible for the debts and keeps the profits. If the business fails, the owner is not liable for the losses. It is taxed like a sole proprietorship if there is one owner. When there are multiple owners, an LLC is taxed like a partnership. …show more content…

Complexity: General taxes, partnership tax rules and other regulations make an LLC exceptionally complex when it comes to accounting.
Unattractive to Investors: Venture capitalists generally do not invest in these companies because they are pass-through entities.

Sole Proprietorships

A sole proprietorship is when the owner is personally liable for any debts or lawsuits incurred by the business. States do not require a separate business form or taxes to be filed by the sole proprietorship. Instead, the owner reports all of the company's profits and losses on their own tax return. While a sole proprietorship is easier to create and operate, it does leave the business owner liable for any lawsuits or costs incurred by the company.

Benefits:

Inexpensive: Organizational documents, filing fees and legal fees are not required.
Avoid Double Taxation: Unlike a C corporation, the owner and the business pay taxes together. This means that the owner is not taxed twice on some of the company's income.
Simplicity: Owners do not have to file any documentation other than possibly registering the company's name. …show more content…

Unlike a C corporation, an S corporation can only have a limited number of shareholders. These shareholders must all by United States residents or citizens by law. Like a C corporation, an S corporation must record meeting minutes and host annual meetings. At the end of the fiscal year, the owner reports all of the profits and losses from the company on their personal tax return. One of the benefits of using an S corporation is that it allows you to separate your personal finances from business debts.

Benefits:

Pass-Through Treatment: Profits and losses from an S corporation flow directly to the shareholders. If the business is enjoying significant profits, this is ideal for individual shareholders.
Simple Conversion: As the business grows, owners may want to convert it to a C corporation to gain venture capital. With an S corporation, it is relatively easy to change to a C corporation.
Protects Against Personal Liability: Like a C corporation, an S corporation provides investors and owners protection against the company's debts and liabilities.

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