How To Pick Your Business Structure: Sole Proprietorship vs. LLC vs. S Corporation vs. C Corporation -- Explained Specifically For a Small Business Owner

What you'll never read on websites that offer incorporation services.

Companies that offer business filing services seem to provide plenty of information about different business structures right on their websites. But are you sure they provide you with all information so that you can make the choice that is most beneficial for you and not for them?

I'm not going to badmouth anyone, but let me ask you this question:

Most casinos offer Poker and Blackjack lessons right on the premises. But do they teach you how to play those games so you can win or just so you can spend more money at their establishment while thinking that you are going to win?

I'm sure you know the answer. So if you are making your decision about which business structure to form based on what you've read on a website of a company that offers to file your incorporation paperwork, then you are no better off that an amateur gambler at the casino table right after taking a lesson in gaming from that same casino.

Today, I'm going to discuss various business structures available in the USA, including Sole Proprietorships, Partnerships, LLCs, S Corporations, and C Corporations from a completely unbiased perspective.

Choosing the wrong business structure or mismanaging a business will result in higher taxes, weakened personal liability protection, unneeded excessive paperwork and unnecessary expenses. To help you avoid these pitfalls, I'll tell you about the essential advantages and disadvantages of each of these structures. I will also discuss the differences between them so that you can decide which business structure is the best fit for your business needs.

Based on the feedback I receive from people who contact me at the phone number listed below, I am going to make some basic assumptions and ask you to ask yourself a few questions.

If you are reading this website, then you have probably been searching for this information on other websites. Unfortunately, chances are you've already decided which type of structure to select for your business. Perhaps you are searching online and reading this page simply to reinforce your (already established) opinion. Just a final bit of reading to add some assurance before making the final decision?

Maybe you've already decided that you want to go with an LLC, and you have been searching online for information about limited liability companies. Or maybe, you've decided to go with a full-blown C Corporation, and you simply wish to find more information about this particular structure.

Regardless of which option you are considering, how can you be sure you are making the right decision for your business?

Think about it. What made you choose one structure over the others? Was your choice a result of thorough research, or have you based your decision on the trend of what everyone else seems to be doing?

If you are considering forming an LLC, are you sure that an LLC is a better choice for you than an S Corporation?

Can you clearly state what are the major differences between the two, speaking both generally and specifically for your business?

If you can't state the differences, and if you do not truly understand them, then how can you decide to choose one over the other?

How can you make such a significant decision like this simply because "LLC" sounds fancier, or you have seen it posted on message boards more often?

However, what if there is some aspect of your business that actually requires a C Corporation, but you mistakenly decide to go with an LLC or an S Corporation?

Maybe you've heard something about double taxation with C Corporations, but you really don't know exactly how will it affect you. Do you simply dismiss this option based on the formidable phrase, "double taxation," alone? Do you know that you could actually pay fewer taxes with a C Corporation, even with double taxation?

Alternatively, you might have heard something about the lack of liability protection of a Sole Proprietorship. But how can you be sure it would be cheaper and safer for you to incorporate than to remain a sole proprietor with an umbrella liability insurance policy?

Did you know that there are huge differences in taxation between an LLC and an S Corporation? This is true, but only if you structure your business in a particular way. If you mess up in the beginning, then you might end up actually owing even more taxes instead of paying less.

By the time you realize that you made a mistake and picked the wrong business structure, it will be too late. Re-registering your entity later could be much more expensive. It will involve much more paperwork, many more headaches, and possibly excessive legal fees. So getting it right from the start is more than worth spending your time.

If you can't definitively answer the questions above, then how can you make a smart decision?

Being in business is nothing like hanging out with your friends at an elementary school playground. When something bad happens, you can't say, "Oh, I didn't mean to do that, I'm sorry" to the people who are suing you or to the government, especially not to the government.

Can you answer the questions above with 100% certainty when it comes to your business? If not, then read and learn what I have to say before you make your decision about the structure of your business.

You've probably visited a few message boards while looking for this information, and I am sure you've seen quite a few posts advocating one business structure over the others.

People like to post on message boards and blogs to brag about how they registered an LLC, an S Corporation or a C Corporation. But they don't provide any justification of their decisions. They post when things are great. But when they get sued, or audited, or when they run into licensing problems, they are overwhelmed by the amount of trouble they face. They simply don't have the time to post on the Internet any longer. As a result, you never read about the problems these people have created by making bad choices -- wrong choices -- choices that could have been easily avoided.

Do you want to register an LLC (or an S Corporation or a C Corporation) simply because everyone around you seems to be doing the same thing? If that is the case, then do you honestly realize how silly this is?

My first company was an LLC. I chose to go with an LLC simply because everyone seemed to be talking about how great it is. Now I know better. Now I know that, although it can be great for many businesses, it's not always the best option. I still use LLCs. As a matter of fact, this website is operated by an LLC. However, I know that there are situations when using an LLC is the wrong choice and can lead to more taxes with less liability protection.

Before I got a taste of my first real business problem, I was proudly posting replies on my favorite message boards. Whenever someone asked a question about choosing a business structure, I would post something like, "Go with an LLC. I registered one a while back and it's great." I simply posted this way in order to feel proud of my own LLC. I don't know why; I just did it. I know many other people do the exact same thing.

My posts did very little to actually help the people who were asking the questions. Not only was I posting information that had no solid foundation to support it, but also I was reinforcing the baseless logic of my fellow message board posters. We were caught in a cycle of misinformation, and everyone who came to these message boards seeking valid answers only ended up being misled by our unfounded logic.

So, if you've already made up your mind based on something you've read on some websites, then you are making a decision based on opinions of clueless people who have not yet run into any problems. They will run into problems, but, by that time, you will have already made a bad choice based upon their bad information. Basing your decision on those opinions alone is a huge risk that cannot be justified under any circumstances.

But don't worry about it. Today, you'll learn all you need to know about incorporating. You'll be able to look at your business and decide with certainty which structure can offer you the best combination of tax savings and personal liability protection at the lowest cost with as little paperwork as possible.

Forming a corporation, a partnership, or an LLC involves more than just legal protection and taxation. There are many aspects to consider, and you need to know which questions to ask before you can even begin to look for answers, so read on and don't skip anything. Get all facts straight before you make the decision. I'll make it easy for you.

There are five distinct business structures available in the USA, including Sole Proprietorship, Partnership, Limited Liability Company (LLC), S Corporation and C Corporation. The three most popular structures are Sole Proprietorship, LLC, and C Corporation.

Obviously, the simplest business structure is a Sole Proprietorship. Most people who start their own business without doing anything to form a separate entity are called sole proprietors. This is, by far, the simplest business form. Basically, you and your business are one and the same. In some cases, a Sole Proprietorship is the best option, but it's not always so. Most likely, though, if you are reading this page, then you are not interested in doing business as a sole proprietor. Nevertheless, I will discuss Sole Proprietorships just to make sure you have all the information you need.

The decision you make when choosing one business structure over another will have an effect on the future of your business. The decision you make now will affect your ability to attract investors, transfer your business to someone else, sell it or bring new people into the business (people of different qualities, such as managers vs. partners vs. angel investors vs. stock holders). For this reason, I'll cover all possible choices.

The structure you choose also affects the exit strategy of your business. Your choice affects what happens to your business, if, God forbid, something tragic should happen to you, or if you decide to retire or sell your venture to a competitor.

Ideally, you need to think about the structure before you start a business. If you are already running a business, though (or if your hobby is turning into a business), then you need to decide on the business structure as soon as possible. If you decided that today is the day you'll pick a business structure, then make sure that today really is the day you do it. Don't put this decision away until you get "big enough."

Don't think that it will be easy for you to change your business structure whenever you feel like it. Although you can always register a new company and transfer assets to that new entity, you cannot erase the past. And sometimes the past comes back to haunt you.

What if you start a business as a sole proprietor and do something wrong without any immediate consequences. Later on, you might finally get "big enough" and incorporate. All is well, until the day when you get sued for something you did years ago. Now as a big company, you present a lucrative target for others to sue you. And because they are suing you for something that occurred when you were operating as a sole proprietor, your new business structure might not be able to shield you from liability.

You might have an investor dispute that originates in the days before you were incorporated, because some decisions you made back then can influence the future of your venture. Your future partners or investors (that you never thought you would have back when you were small) might blame you personally for it.

A person you hired in the past to do a small job may have done something wrong, and now you are personally responsible for it, even many years later.

Of course, sometimes incorporating might mean more paperwork without any benefits. Even worse, you might simply end up having to pay more taxes without any benefits. But once we're done, you'll know more than enough to make sure you don't make that mistake. You'll know if you should choose an LLC, an S Corporation, a C Corporation, or perhaps simply remain a sole proprietor.

There is one more thing, though. If you are planning to invite partners right from the start or in the future, there is a big difference between setting up a partnership versus a corporation with multiple shareholders who would be the acting officers of the corporation. I will discuss that as well.

You also need to decide where to set up your company. You can either do it in your home state or in another state. Business-friendly states (such as Nevada or Delaware) have laws favoring corporate entities. It might be beneficial to set up your company in one of such states. But beware, sometimes doing so might not only offer no benefits but also require more paperwork and increased taxes (and more problems with your home state's division of corporations).

Your head is probably spinning from all the questions. Enough of that. Let's talk about the answers.

As a side note, would you like to know when my business really started picking up?

At a certain point, something changed and my ventures started to become much more successful than they were before.

Guess what changed?

I changed. I realized one simple thing that all successful business people know: I learned to value my own time. Instead of trying to do everything myself, I started delegating and outsourcing tasks. I started leveraging work of other people to achieve my objectives. As a result, I have more time to concentrate on activities that actually make me money.

I still smile every time I see someone turn down a good offer by saying, "I can do that myself." I laugh to think that, in the past, I was one of those people.

A good business person knows, understands, and believes that time is money. The amount of time you would have to spend researching business structures is much too great to ignore.

Say it takes two weeks to learn enough about business structures to make an educated decision about the future of your business. Assume you decided to be thorough with this important task by spending three hours per day conducting research on the Internet, reading on-line articles and asking questions on business-related message boards. Even disregarding the fact that most of the answers you would get from such sources are simply opinions of clueless people, you would still end up wasting a lot of time.

2 weeks * 5 days per week * 3 hours per day = 30 hours

That's 30 hours of your valuable time!

At the federal minimum wage of $6.55 per hour, this research ends up costing you $196.50! Some states have a higher minimum wage so the hypothetical cost of such research is even greater.

Let me ask you a question: Are you worth more than a minimum wage worker?

Does running your business require more than the ability to say, "Would you like fries with that?"

Really, how can anyone possibly be making any money without valuing his or her own time? The person who sets such low price on their time can't possibly make more than that. If you don't place a high value on your time, then how can you expect anyone else to value your time or what you have to offer?

I'll assume that you are more intelligent, capable, and ambitious than a minimum wage worker, so I am going to try a different hourly rate. Say you earn $30 per hour, which is better than the minimum wage, but still modest enough so you won't think I am exaggerating the numbers.

If your time is worth $30 per hour, then conducting research to learn which business structure is the most appropriate for your business for 30 hours is going to cost you $900!

So, this is the first option. You'll achieve your objective, but it will take a couple of weeks and cost $900 worth of your valuable time (time which can be spent actually making money).

This is not the smartest way to solve a problem.

A slightly more intelligent alternative would be to go through a consultation with tax advisers and corporate attorneys. You would spend 3 or 4 hours and pay $300 to $500 to learn about possible ways to structure your business. This is the second option.

Take a look at these two options:

#1: $900 and 30 hours of your time

#2: $500 and 3 to 4 hours of your time

Obviously, #2 is a much smarter option. Any business person worth his title would pick option #2.

BUT!

There is an even smarter alternative. Leverage the time I already spent studying this topic and use the compilation of my knowledge to solve your problem.

This is what I have to offer -- simply a smarter alternative.

It will cost you only $49 and will use up just 1 or 2 hours of your time at the most. It will not take you any longer than that, and you'll know everything you need to know about the available options for forming a business entity.

What I have to offer you is a book about Sole Proprietorships, Partnerships, LLCs, S Corporations and C Corporations. It describes all the differences among those business structures regarding taxation, acquisition, financing, transfer, exit and, of course, liability.

I am a businessman, and I value my time. I assume that you value your time as well. When I was creating my guide to help you quickly learn about business structures, I made sure to write it in a simple and condensed style.

If a concept can be fully explained in detail on one page, then it should be explained on one page, not on ten pages full of filler content.

What I have to offer you is a guide with 57 pages of pure information specifically on the topic of which business structure to pick given your particular situation.

In reality, it will probably take you less than an hour to read the entire thing. Then, you can use it as a reference whenever you need to look up any specific information.

I am not a lawyer or a CPA; I am a businessman. My words are simple enough for any business person to understand and make sure there is no confusion. My writing is meant for people who are interested in using their energy to make money rather than spending time on administrative tasks (which still must be done, but can be done quickly).

So let's look at the options once again.

#1: $900 / 30 hours

#2: $500 / 3-4 hours

#3: $49 / 1-2 hours

When I look at those options objectively, I can't imagine why anyone would pick anything other than option #3 by trying my guide.

You are a business person, and you have a task that needs to be completed. You need to decide which is the best business structure for your business.

What we have is a situation where you can spend less money and less time to achieve the same results.

I am a businessman, and this sounds logical to me. Doesn't this sound logical to you?

In an hour, you'll know all you need to know in order to make the right decision. You will not spend more time and money than you need to spend to accomplish this task.

This is a "no bull" 100% logical reason to order my guide.

If I didn't believe this to be the best solution in your situation, I would not be selling this guide. I simply wouldn't waste my time on something people don't need to buy.

I included all of this valuable information in an electronic (PDF) format for fast and easy distribution. This way you'll get it without having to pay for the shipping cost of a physical book, and you'll have access to all information immediately. Ordering and downloading the Incorporation Master's Guide only takes a couple of minutes.

You can read the whole guide, or skip just to the parts that interest you the most. And later, you can use it as a reference whenever you need to look up any specific information. By reading the Incorporation Master's Guide, you will discover the following:

• The Differences Between Sole Proprietorships, Partnerships, LLCs, S Corporations and C Corporations

Sole Proprietorship

• The biggest financial advantage of a Sole Proprietorship

• The single worst danger of a Sole Proprietorship

• Limitations of a Sole Proprietorship

• Taxes of a Sole Proprietorship

• When a Sole Proprietorship is the most appropriate business form

• What you need to know about tax credits

• How to set up a Sole Proprietorship.

Partnership

• When a Partnership is really a Partnership

• Four different kinds of Partnerships and the most appropriate one for your business

• When to pick a Partnership instead of a corporation

• Advantages for raising capital and finding better-qualified employees

• The single biggest problem with Partnerships

• How to set up a Partnership agreement

• Splitting profits and picking up losses

• What taxes to pay

• How to set up a Partnership

Corporation

• When you really should set up a corporation (and when you really shouldn't)

• How to lower your taxes by forming a corporation

• Positive aspects of incorporation, including credibility, attracting investors, or transferring ownership

• The truth about double taxation

• Making sure your limited liability is not undermined by personal guarantees (many people get this wrong)

• Registration and maintenance of a corporation

• S Corporation vs. C Corporation and when to pick one instead of the other

• Taxes: what you can do with a C Corporation that you cannot do with an S Corporation

• Differences in tax rates and structures between C Corporations and S Corporations

• One major advantage of an S Corporation over an LLC that most people rarely know

• Important limitations of S Corporations

• Statutory close corporation -- what it is and how it is different from a regular C Corporation

• When to go for a close corporation instead of a C Corporation

• How you can distribute profits of a close corporation in a way that is prohibited for a C Corporation

• Limitations of close corporations

• Professional corporation -- what it is and who can create it

• What a professional corporation can and cannot do

• Important differences for limited liability of a professional corporation

• How to set up a corporation of any kind: All you need to know about creating C Corporation, S Corporation, close corporation or professional corporation

• When incorporation is not the way to go

LLC

• What a Limited Liability Company (LLC) is

• Tax flexibility of an LLC

• Special allocation of income

• Limited liability of an LLC and how not to jeopardize it

• What taxes to pay with an LLC

• Disadvantages of an LLC

• Creating and managing an LLC: All you need to know about forming a Limited Liability Company

• Buy-out -- what it is, the benefits and disadvantages, how to prepare for a buy-out from the start

All Types of Corporations and LLC

• List of incorporation friendly states, why they are considered incorporation friendly, and a discussion about each of those states

• When to incorporate in your home state instead of an incorporation friendly state

• List of filing fees of each one of the incorporation friendly states

• Doing business on the Internet as a corporation

• Payroll taxes, federal income taxes, sales taxes, state taxes -- all you need to know about taxation

An Overall Closing Discussion

• Setting up your business

• Choosing a business entity

• Determining the legal requirements

• Registering a business name

• Getting an EIN (Employer's Identification Number)

• Determining if people you are paying should be considered employees or contractors

• Getting a business license

• Getting insurance coverage

• Obtaining other licenses from concerned state agencies

• Registering a trademark

Do you see how much information I offer in my guide? All that, for only $49.

It's a real guide -- practical, not some sort of a book that you see in bookstores for $12.95 with 300 pages of nonsense. Those books deal with theory, which is useless for a business person in the real world. But my guide offers raw, solid information that you can use today.

Isn't $49 worth paying for the safety of your business and personal assets? Put it into perspective: years, even decades into the future -- and you'll begin to see that is a very small investment.

And to top it off, if this guide does not answer all your questions, then I will refund your money upon your first request. No questions asked!

And if you tell me what you think is missing in my guide and I agree that your suggestion would be useful to other people, then after refunding you, I'll do the research myself, update the guide, and give you a free updated copy as a thank you gesture.

It really doesn't get any better than this. If you don't think this offer is more than fair, then please give me a call to tell me why. Call 302-476-2625, and ask for George. I welcome all feedback.

I can't think of a single reason why you wouldn't want to handle this matter like a truly professional business person by utilizing my research efforts to solve the task of picking your business structure. After all, using other people's work to achieve your objectives is what business is all about.

Besides, forming your business correctly will save you 10 to 200 times the price of this guide in taxes next year alone. I am basing those estimates on the national average of the difference in the taxes paid by small businesses registered as C Corporations, S Corporations, LLCs and Sole Proprietorships for the tax year of 2008 (totaled up and paid in 2009). How much you save depends on your market and the size of your business, but in any case, you will recover this money many times over.

You simply have no reason not to read my guide. As I mentioned above: if after reading the Incorporation Master's Guide you are not able to clearly decide which structure to form without any doubt, then I'll refund your money to the penny.

Also, for some reason, people keep calling or emailing me and ask if I'm still selling the Incorporation Master's Guide or if this is just a stale website that's no longer working.

Because I get such inquiries, I want to assure you that this website is active, and I'm still offering my guide. I am not a web designer, so this page might look simple. I like to keep things simple. Besides, my expertise is incorporation, not web design. And I'm sure you came here looking for useful information, not for flashy graphics.

In any case, if I ever decide to stop offering this guide to the public, I'll take the page down completely. So please rest assured knowing that the website is active, current, and the guide is still being sold.

Order Incorporation Master's Guide from Vast Publishing, the only company authorized to distribute my guide!




CC
George

Sincerely,
George Monaco
george@incorporationmaster.com
www.IncorporationMaster.com

P.S. If you need any help with your order or if you have any questions then don't hesitate to call me at 302-476-2625. Just ask for George.

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