MindMap Gallery Business Models Analysis-Sole Proprietorship Guide
Explore the comprehensive guide to understanding and establishing a sole proprietorship. Learn the step-by-step process of how to form a sole proprietorship, including crucial points to consider. Gain insights into tax filing obligations and strategies to optimize your financial standing. Discover the advantages of running a sole proprietorship, such as full control and simplicity, as well as the potential disadvantages, such as personal liability.
Edited at 2022-03-16 01:39:49Explore the comprehensive guide to understanding and establishing a sole proprietorship. Learn the step-by-step process of how to form a sole proprietorship, including crucial points to consider. Gain insights into tax filing obligations and strategies to optimize your financial standing. Discover the advantages of running a sole proprietorship, such as full control and simplicity, as well as the potential disadvantages, such as personal liability.
This mind map provides a thorough breakdown of the sole proprietorship business structure, outlining the basics, tax implications, advantages, and potential disadvantages. It details the simplicity and ease of starting a sole proprietorship, the risks related to personal liability, and the tax responsibilities of the owner. The map is a valuable resource for entrepreneurs considering this business form and those interested in understanding the financial and legal aspects of operating as a sole proprietor.
Explore the comprehensive guide to understanding and establishing a sole proprietorship. Learn the step-by-step process of how to form a sole proprietorship, including crucial points to consider. Gain insights into tax filing obligations and strategies to optimize your financial standing. Discover the advantages of running a sole proprietorship, such as full control and simplicity, as well as the potential disadvantages, such as personal liability.
This mind map provides a thorough breakdown of the sole proprietorship business structure, outlining the basics, tax implications, advantages, and potential disadvantages. It details the simplicity and ease of starting a sole proprietorship, the risks related to personal liability, and the tax responsibilities of the owner. The map is a valuable resource for entrepreneurs considering this business form and those interested in understanding the financial and legal aspects of operating as a sole proprietor.
Sole Proprietorship
How to Form Sole Proprietorship?
By default, once you start selling goods or services, you have created a sole proprietorship.
So there's no actual filing requirements and you simply report your business's earnings on your personal taxes.
You may need to file a fictious Business Name (also known as DBA or Doing Business As) if you're creating a business that is different from your personal name.
Need to register that business name in county
1. Simplest business structure
2. No filing requirements
3. No personal liability protection
Points
First form of business entity
Simplest Business form and not a legal entity
Enterprise Owned
Operated by Individual
Once you started selling goods and services --> Its Sole Prop
No Actual Funding Requirements
Simply report business earnings in personal taxes
Is not legally seperate from its owner and it offers no liability protection
Law does not seperate owners personal assets and business obligations
Owners personal assets can be used for debts and liabilities of business (In other words If your business is sued then all your personal assets and properties are under risk)
Accidents happen in any business, such situation is nightmare in sole prop
Can have owner name as business or some fictitious name(trade name)
Famous due to simplicity,ease of use, nominal cost
Need name and secured social licenses to start.
As sole prop has no seperate entity, owner signs the contracts.
checks are written on owners name by customers instead of fictitious business name.
Owners can often do commingle,personal and business property and funds
Something that partnership,LLC and corporations cannot do
Has bank accounts in the name of their owner
Sole proprietors do not abserve from audits such as roding and meetings associated with more complex business forms
Sole prop's can bring law suits and can be sued using the name of the owner.
Many business begin as sole prop and graduates to more complex business forms as business develops
Sole prop is indistinguishable from its owner, hence taxation is actually easy.
Income owned by sole prop is income owned by owner.
Tax Filing
Fill Schedule C by filling profit and loss along with Form 1040
Final bottom line amount from schedule C is transferred to your personal tax return.
Its Atractive becuase losses you suffer may offset income earned from other sources.
One should also file Schedule SC, along with form 1040 to calculat how much self employment tax you owe.
No need to pay unemployment tax on yourself but you should on your employee
you won't enjoy unemployment benefits should the business suffer.
Disadvantages
The owner is subject to unlimited personal liability for business debts, losses and liabilities
Obtaining capital, such as bank loan, can be more difficult - lenders often require a more formal entity structure
Sole proprietorships rarely survive an owner's death or incapcity, so they do not retain value
So proprietorships by definition can only have one owner
Advantages
Instant,easy and inexpensive
No State paperwork is required for creation
No separate tax filing is required - profits or losses are reported on the owner's tax return
The owner may freely mix business and personal assets
A sole proprietor need not pay unemployment tax on himself or herself (but must pay employee unemployment tax)
Few, if any , ongoing formalities.
Partnership Model
1. Created automatically when 2 more persons engage in a business for profit, begins by verbal agreement or handshake is considered a general partnership.
2. Partnership Agreement is highly recommended
3. Partnership vs. Limited Liability Partnership (LLP)
Points
All partners share in both the day to day managment and business profits.
A written partnership agreement to form a partnership is highly advised, That lays out all the partners rights and responsibilities is highly rcommended
Partnership agreements are easy ways to set yourself up for disputes in the future
In Partnership agreement, the partners can dictate both the terms of how partnership is managed and how profits and losses are allocated and distributed
A partnership is generally treated as a distinct legal entity separate from its partners.
A key attraction of partnership is that it pays no income tax as income or losses flow through to each partner and are reported on their partners individual tax return
Each partner contributes to all aspects of business including money property labor or skill. In return each partner shares in the profit and losses of the business. Thus there is no liability protection for any of the partners as each partner is jointly and severally liable for any liabilities. That partnership may also be a limited liability partnership.
In general partnership, each is a general partner and each has unlimited liability for the death of the partnership and each has the power to incur obligation on behalf of the partnership within the scope of the partnerships business.
On the other hand limited liability partnerships is a business with more than one owner, But unlike general partnerships limited liability partnerships offer some of their owners limited personal liablity for bsuiness debts
All of the owner of a limited liablity partenrship have limited personal liablity for business debts
Limited liability partnerships may only be formed by the licnesed persons for the practices of public accountancy, law, architecture or engineering
Professsional often prefer LLP's to general partnerships, corporations or LLC because they dont want to be personally liable for their partner's liabilities especially those involving malpractise
LLP protects each partner from debts against the partnership arising from our practice lawsuits against another partner
Advantages
Owners can start partnerships relatively easily and inexpensively by signing partnership aggreement
No state paperwork is required for creation.
The partnership pays no income tax as income or losses flow through to each partner and are reported on the partner's individual tax return.
Each partner shares in the profits and losses of the business. Thus, there's no liability protection for any of the partners as each partner is jointly and severally liable for any liabilities.
Disadvantages
All owners are subject to unlimited personal liability for business debts, losses and liabilities
Individual partners bear responsibility for the actions of other partners
Obtaining capital, such as bank loan, can be more difficult -- lenders often require a more formal entity structure.
Poorly-organized partnerships and oral partnerships can lead to disputes among owners
How to form Partnership?
1. Written Partnership Agreement
2. Have it in writing!
Points
If you and your partners don't spell out your rights and responsibilities in your written partnership aggreement, you will be ill equipped to settle conflicts when they arise and minor mis-understandings may erupt into full blown disputes.
Written partnership aggrement allows you to structure your relationship through your partners in a way that suits your business.
You and your partners can establish the shares of profits each partner will take the responsibilities of each aprtner about what will happen to your business if a partner leaves and other important guidelines.
Questions that you need to answer to credit partnership aggrement are
How many parties are involved?
Is it a two or three year partnership?
You need to provide the names and the corresponding addresses of the partners.
You also need to create a name of the partnership and also what is the name of the product or service you are providing.
Also Include the principal place of business address and describe in detail the acivities of your business (In other words, what is your business do?).
You also need to know when the partnership agreement will start and when will it end.
You also need to detail how will each partner contributes to partnership.
You need to be as specific as possible to the responsibiliteis of each partner.
You also need to layout who with the partner should be managed by. (In other words who will have absolute power and authority to manage and control the partnership and the properties and assets of the business.)
And if there's any partnership meetings where will those take place.
you may also want to give consent that no partner should buy any goods or enter any contract that is exceeding a certain amount of money without prior consent and writing of the other partner.
Don't forget to layout how much each partneris entitled to and what percentage of net profits and losses of the business and also what are the distibution of profits made of.
Sample partnership attachment is attached.
Limited Liability Company (LLC)
1. A standard for most small business and online businesses
2. Limited Liability
3. Small formal filing requirements needed to form an LLC
Points
Slowly becoming more as a standard for business is a limited liability company or LLC is a hybrid business form, which combines a liability protection of a corporation with the tax treatment and ease of administration of a partnership.
An LLC is America's newest form of business organization and is the most popular form of Business
The owners of an LLC are referred to as members depending on the state. Depending on the state, the members can consist of a single person two or more people, corporations or other LLC's.
Unlike shareholders in a corporation, LLC's are not taxed as a separate business entity. Instead All profits and losses are passed through the business to each member of the LLC.
LLC members report profits and losses on their personal federal tax returns, just like the owners of the partnership would. In other words, in the eyes of the government an LLC is not a seperate tax Entity. So the business itself is not taxed. Instead all federal income taxes are passed on to the LLC members and are paid through their peronal income tax.
While the federal government does not tax income on LLC. Some states do make sure to check with your state's income tax agency.
Since the federal government does not recognize LLC as a business entity for taxation purposes, LLC must file as a corporation partnership or sole proprietorship tax return.
LLC that are not automatically classified as a corporation can choose their business entity classification, To elect a clasification an LLC must file form 8832. This form is also used if an LLC wishes to change its classification status. (This form is attached).
Tax Filing
If you are single member LLC, you need to file form 1040, schedule c like a a sole proprietorship.
If you are a partner in an LLC, you need to file form 1065 partnership tax return like owners in a traditional partnership.
An LLC designated as a corporation needs to file form 1120 which is the corporation income tax return.
The owners of an LLC have no personal liability for the obligations of the LLC.
An LLC is the entity of choice for a business seeking to flow through losses to its investors because an LLC offers complete liability protection to all its memebers
Advantages
Limited Liability - Owners are not personally responsible for business debts and liabilities. In case of business losses, members personal assets are exempt and are not touched. This is similar to the liability protection afforded to shareholders of a corporation.
Keep in mind that limited liability means limited liability which means that the members are not necessarily shielded from wrongful acts including those of their employees.
Pass - through taxation
LLC's are passed through taxation, LLC's are not taxed as a seperate business entity instead all profits and losses are passeed through the business to each member of the LLC, LLC members reports losses and profits on their personal federal tax returns just like the owners of partnership would.
No restrictions on the number of members allowed
Members have flexibility in structuring the company managment
Does not require as much annual paperwork or have as many formalities as corporations.
More advantages which far outweigh the disadvantages.
If you have a small business or have an online business, LLC is highly recommended.
Disadvantages
More expensive to form than sole proprietorships and general partnerships
Ownership is typically harder to transfer than with a corporation.
Limited Life.
In many states when member leaves and LLC their business is dissolved and the members must fulfill all remaining legal and business obligations to close the business. The new members can decide if they want to start a new LLC or part ways, either you can include provisions in your precedent/purdey agreement to prolong the life of the LLC if a member decides to leave the business. Because LLC is a newer business type there is not as much case law to rely on it for determining prcedent.
You can inclued provisions in you
How to form an LLC?
1. Search business name
2. File Articles of Organization of that state
It is the first formal paper you will need to file with your state's secretary of state to form an LLC. This is a necessary document for setting up LLC in many states. Google state name along with articles of organization.
3. Create Operating Agreement of that state
It is an agreement among LLC members governing the LLC businesses and members financial and managerial duties. Think of this as a contract that governs the rules for the people who wonw the LLC usually want to get a help from a business lawyer to help you form an operating agreement.
4. Get Employer Identification Number
It the number given by IRS and it is used to identify taxpayers, that are required to file various business tax returns. You can easily file it online if you have a social security number. If you do not have a social security number or if you live outside the united states, you should ask your business lawyer for one.
5. File Statement of Information
Includes fairly basic information about the LLC they need to follow with your state's secretary of state. Think of it as a company census, you must complete every two years. Google state name along with statement of information.
6. Search & Apply for Business Licenses and Permits
Once your business is registered you should look and apply for necessary licenses and permits. You will need it from the county and city where you will do business every business has their own business licenses and permits. Google your business along with words permits and licenses or talk to business lawyer to graduate this.
7. Talk to a business lawyer if you have any other questions.
To know more, How to incorporate your business on your own.
C-Corporation
1. A C-Corp is the most common business structure, a corporation is an independent legal entity owned by its share holders.
2. The corporation itself, not the shareholders that own it, is held legally liable for the actions and debts the business incurs.
3. Formal requirements to form a corporation.
Points
Corporations are more complex than other business structures because they tend to have costly administrative fees and complex tax and legal requirements. Because of this, corporations are generally suggested for established larger companies with multiple employees. For businesses in that position, corporations offer the ability to sell ownership shares and business through stock offerings
Going public through an initial public offering is a major selling point in attracting investment capital and high quality employee.
A corporations shareholders directors and officers must observe particular formalities in their corporation's operation and administration. For example: management decisions must often be made by a formal vote and recorded in corporate minutes. directives at shareholder meetings must be properly noticed and documented.
Finally, Corporations must meet annual reporting requirements and pay ongoing fee in the state of incorporation and in the states where they are registered to transact business.
C corporations are taxed as a seperate legal entity which means no pass through taxation like a partnership. a business tax return is field and taxes are paid on the corporation's profits.
If the corporation distrubutes profits to the shareholders in the form of dividends, shareholders pay income tax on those distributions. This creates a double taxation of corporate profits.
As with any business type that offers liability protection to the owners a corporation must be created at the state level.
Articles of incorporation sometimes called a certificate of incorporation in their state must be filed and filing fees is paid.
How to form a C-corp?
1. File a DBA
2. File Articles of Incorporation with secretary of state.
3. Create Bylaws
4. Get Employer Identification Number
5. File statement of information
6. Search & Apply for business licenses and permits
7. Talk to business lawyer if you have any other questions.
Points
Corporation is formed under the laws of the state in which it is registered to form a corporation.
You'll need to establish your business name and register your legal name with your state government.
Chose an official business name or likely have to file a fictitious business name or a DBA, shor for doing business as.
State laws vary but generally corporations must include a corporation designation like either corpration, incorporation, limited at the end of the business name.
To register your business as corporation you need to file certain typically articles of incorporation with your state's secretary of state office. Some states require corporations to establish directors and issue stock certificates to initial shareholders and the registration process. Contact your state business entity retistration office to find out about specific filing requirements of your business state.
Once your business is registered you must obtain business licenses and permits.
Regulations vary by industry state and county, use the attached licensing and permits tool to find a listing of federal state and local permits, licenses and registration you will need to run a business.
Steps 1. File DBA 2. File articles of incorporation with you state's secretary of state 3. Create bylaws (same as operating agreement in LLC) It ispretty much a contract between the shareholders of a corporation which lays out the rules of your coporation. 4. Get EIN employer identificaiton number. 5. File statement of information (census for your corporation - this is every year for c-corp) 6. Search and apply business licenses and permits (links attached). 7. Talk to business lawyer for more questions.
Advantages
First and foremost corporatin have limited liability
When it comes to taking responsiblity for business debts and actins of a corporation, share holders personal assets are protected.
Shareholders can generally only be held accountable for their investments in stock of the company.
C-corp have separate corporate tax treatment, corporations file taxes separately from their owners.
Owners of a corporation only pay taxes on corporate profits paid to them in the form of salaries, bonuses and dividends. While any additional profits are awarded a corporate tax rate which is usually lower than a personal income tax rate. Also corporations have are attractive to potential employees.
Corporations are generally able to attract and hire high quality and motivate employees because they offer competitive benefits and the potential for partial ownership through stock options.
C-corporations have the ability to generate capital. Corporations have advantage when it comes to raising capital for the business. The ability to raise funds through the sale of stock.
C-corporations could have limited number of shareholders and also ownership is easily transferable through the sale of stock.
Limited Liability - owners are typically not personally responsible for business debts and liabilities
Corporate Tax Treatment - corporations file taxes separately from their owners
Unlimited number of shareholders
Ownership is easily transferable through the sale of stock
Unlimited life, extending beyond owner illness or death
Some business expenses may be tax-deductable
Additional capital can be raised by selling shares of corporate stock.
Disadvantages
Time and Money - More expensive to form than sole proprietorships and partnerships.
Have operating and tax costs that most other structure do no require.
Double Taxing
1. When company makes profit.
2. When dividends are paid to shareholders.
Additional Paperwork - face ongoing state-imposed filing requirements and fee.
Corporations are highly regulated by federal,state and in some cases local agencies that increase paperwork and record keeping burdens associated to it.
Face ongoing formalities - holding and properly documenting annual meetings of directors and shareholders.
S-Corporation
1. Pretty much the same as C-Corporation + some tax benefits
2. Profits and losses can pass through to your peronal tax return
3. This means that the business is not taxed itself, only the shareholders are taxed.
Points
S-corp is a special type of corporation created through an IRS tax collection
An eligible domestic corporation can avoid double taxation by electing to be treated as an S-corp
To be considered as an S-corp you must first form a business as a C- corp in the state where it is head quartered.
S-corporations are considered by law to be uniqe entity seperate and apart fom those who own it. This limits the financial liability for which you the owner or the shareholder are responsible.
Liability protection is limited, which means that the corporations do not necessarily shield from all litigation such as an employee's tort actions as a rulst of a workplace incident.
What makes the S-corp different than from a traditional C-corp is that profits and losses can pass through to your personal tax return. Consequently the business is not taxed itself. Only the shareholders are taxed. This is an important factor, however any shareholder who works for the company must pay himself or herself reasonable compensation. Basically shareholder must be paid fair market value or theIR IRS may reclassify any additional corporate earnings as wages.
How to form an S-Corp?
1. Articles of Incorporation (to first form C-Corporation)
2. Form 2553 Election by a small Business Corporation.
3. Must meet all criteria of an S-Corporation
Points
If you want to form an S Corporation you must first file an articles of incorporations with your state's secretary of state to create a C-Corporation. Once you have done that you have to file form 2553 election by a small business corporation with the IRS to turn it into an S-corp.
All shareholders must sign and rile form 2553 to elect your corporation to become an S-corporation. (check attachment)
You need to meet 3 criteria , if you want to create an S-Corporation.
1. Entity must be domestic, meaning that it has to be a corporation created in the United States.
2. It Can't have more than 100 shareholders.
3. Their shareholders can only be individuals, states or certain trusts.
4. An S-Corporation cannot have any non resident alien shareholders, meaning that all shareholders must be from united states.
5. An S-corp can only have one class of stock.
If you meet all of the criteria, then you may want to form an S-Corp instead of C-Corp by filling form 2553 election by a small business corporation. (Check Attachment)
Once your business is registered you must obtain business licenses and permits.
Note that regulations vary by industry, state and locality. there is a permits and license tool attached.
Disadvantages
The IRS imposes restrictions on S-corporation shareholders.
1. Must a domestic corporation, must be in US
2. Need to have ess than 100 shareholders
3. Shareholders must be Individuals, certain trusts and estates
4. Cannot have non-residentt aliens as shareholders
5. Have only one class of stock
More expensive to form than sole proprietorships and general partnerships, and face ongoing, state-imposed filing requirements and fees.
S-corporations face ongoing corporate formalities, such as holding and properly documenting annual director and shareholder meetings.
Advantages
Points
S-corps enjoy tax savings, one of the best features of an S-corp is the tax savings for you and your business.
While members of an LLC are subject to employment tax on their entire net income of the businsess, Only the wages of the S-corp shareholdder who is an employee are subject to employment tax. The remaining income is paid to the owner as a distribution which is taxed at a lower rate if at all.
S-corps have business expense tax credits, Some expenses their shareholder or employees can be written off as business expenses. Neverthless if such an employee owns 2 percent or more share, then benefits like health and life insurance are deemed taxable income.
S-corps have independent life, S-corp designation allows a business to have an independent life seperate from its shareholders.
If a shareholder leaves the company or sells his or her shares , the S-corp can continue doing business relatively undisturbed.
Maitaining the business as a distince corporate entity defines clear lines between the shareholders and the business, They improve the protection of the shareholders.
Don't forget, S-corps are typically not personally responsible for business debts and liabilities and the S-corps also can raise additional capital by selling shares of the S-corp stock.
S-corps enjoy pass-through taxation.
Tax Savings - Only the wages of the shareholder who is an employee is subject to employment tax
Businsess Expense Tax Credits
Independent Life
Shareholders are typically not personally responsible for business debts and liabilities.
Unlimited life extending beyond owner illness or death.
Additional capital can be raised by selling shares of the corporation's stock.
Pass-through taxation.
How to decide between C-Corp vs S-Corp
Questions to ask your self
1. Do you have more than 100 shareholders? If so, you can only have a C-corporaiton.
2. Do you want your profits and losses to be reported on you individual tax returns? If so, form an S-corporation.
Points
The standard is usually to file a C-corporation if you have a sizable operation and S-corp is more appropriate if you tend having fewer or hundred share holders.
C-corporations are individually taxable file a corporate tax return and pay taxes at the corporate level.
Double taxation is a possibility for C-corporations, if the company's income is distributed as income resulting in taxation at different levels based on the number of shareholders.
C-corporations can also have multiple causes of stock such as preferred and common stocks.
S-corporations are available to companies they intend on having fewer than 100 shareholders.
S-corporations file an informational federal return but do not pay tax at the corporate level. Profits and losses are reported on the business owners individual tax returns.
S-corporation has pass through taxation, which means you can pass business losses to your personal taxes and is only eligible for once class of stock.
If you have a tech-startup you need to file a C-corporation not an S-corporation.
Check documentation.