Business Basics 101-LLC

Limited Liability Company (LLC)

The LLC is a relatively new type of hybrid business structure that is now permissible in most states. It is designed to provide the limited liability features of a corporation and the tax efficiencies and operational flexibility of a partnership. Formation is more complex and formal than that of a general partnership.

LLCs are popular because, similar to a corporation, owners have limited personal liability for the debts and actions of the LLC. Other features of LLCs are more like a partnership, providing management flexibility and the benefit of pass-through taxation

The owners are called members. Since most states do not restrict ownership, members may include individuals, corporations, other LLCs and foreign entities. There is no maximum number of members. Most states also permit “single member” LLCs, those having only one owner. The duration of the LLC is usually determined when the organization papers are filed. The time limit can be continued, if desired, by a vote of the members at the time of expiration. LLCs must not have more than two of the four characteristics that define corporations: Limited liability to the extent of assets, continuity of life, centralization of management, and free transferability of ownership interests.

Federal Tax Forms for LLC

For additional information on the kinds of tax returns to file, how to handle employment taxes and possible pitfalls, refer to Publication 3402, Tax Issues for Limited Liability Companies (PDF).

Business Basics 101-Sub Chapter S Corporations

Subchapter S Corporations A tax election only; this election enables the shareholder to treat the earnings and profits as distributions and have them pass through directly to their personal tax return. The catch here is that the shareholder, if working for the company, and if there is a profit, must pay him/herself wages, and must meet standards of "reasonable compensation". This can vary by geographical region as well as occupation, but the basic rule is to pay yourself what you would have to pay someone to do your job, as long as there is enough profit. If you do not do this, the IRS can reclassify all of the earnings and profit as wages, and you will be liable for all of the payroll taxes on the total amount. Federal Tax Forms for Subchapter S Corporations (only a partial list and some may not apply) · Form 1120S: Income Tax Return for S Corporation · 1120S K-1: Shareholder's Share of Income, Credit, Deductions · Form 4625 Depreciation · Employment Tax Forms · Form 1040: Individual Income Tax Return · Schedule E: Supplemental Income and Loss · Schedule SE: Self-Employment Tax · Form 1040-ES: Estimated Tax for Individuals Other forms as needed for capital gains, sale of assets, alternative minimum tax, etc.

Business Basics 101-Corporations

Corporations

Corporations are the most formal way of conducting business. A corporation chartered by the state in which it is headquartered is considered by law to be a unique entity, separate and apart from those who own it. A corporation can be taxed, it can be sued, and it can enter into contractual agreements. The owners of a corporation are its shareholders. The shareholders elect a board of directors to oversee the major policies and decisions. The corporation has a life of its own and does not dissolve when ownership changes. The two most common types of coporations are "C" and "S" corporations. A major difference is how they are taxed.

A "C" corporation pays a corporate income tax and the owners also pay their personal taxes on salaries and dividends. An "S" corporation does not pay corporate income tax; instead, all profits are allocated to the stockholders and are taxed at each stockholder's personal tax rate whether or not cash is paid out as salary.

Many small businesses consider creating a corporation to protect personal assets such as home, cars, etc. from the courts in the event of bankruptcy or a jury awards a settlement more than the limits of your insurance.

We'll look at "S" Corporations and "LLC's" in the future!

Remember, as always, I advise you to consult with a qualified accountant or lawyer to give you the best advice for your situation!

Advantages of a Corporation

• Shareholders have limited liability for the corporation's debts or judgments against the corporations.
• Generally, shareholders can only be held accountable for their investment in stock of the company. (Note however, that officers can be held personally liable for their actions, such as the failure to withhold and pay employment taxes.)
• Corporations can raise additional funds through the sale of stock.
• A corporation may deduct the cost of benefits it provides to officers and employees.
• Can elect S corporation status if certain requirements are met. This election enables company to be taxed similar to a partnership.

Disadvantages of a Corporation

• The process of incorporation requires more time and money than other forms of organization.
• Corporations are monitored by federal, state and some local agencies, and as a result may have more paperwork to comply with regulations.
• Incorporating may result in higher overall taxes. Dividends paid to shareholders are not deductible from business income; thus it can be taxed twice.
• Federal Tax Forms for Regular or "C" Corporations (only a partial list and some may not apply) Form 1120 or 1120-A: Corporation Income Tax Return Form 1120-W Estimated Tax for Corporation Form 8109-B Deposit Coupon Form 4625 Depreciation Employment Tax Forms Other forms as needed for capital gains, sale of assets, alternative minimum tax, etc.

Business Basics 101-Sole Proprietor

Today let's explore the simplest and most common form of business ownership-the sole proprietor. Owning your own business certainly does give you many options. This series is intending to give you a basic uderstanding of business and how they operate. As always, I caution you to seek good advice from either and accountant or attorney who can help you best determine what is right for you! Sole Proprietorships The vast majority of small businesses start out as sole proprietorships. These firms are owned by one person, usually the individual who has day-to-day responsibilities for running the business. Sole proprietors own all the assets of the business and the profits generated by it. They also assume complete responsibility for any of its liabilities or debts. In the eyes of the law and the public, you are one in the same with the business. Advantages of a Sole Proprietorship:

• Easiest and least expensive form of ownership to organize.
• Sole proprietors are in complete control, and within the parameters of the law, may make decisions as they see fit.
• Sole proprietors receive all income generated by the business to keep or reinvest.
• Profits from the business flow directly to the owner's personal tax return.
• The business is easy to dissolve, if desired.

Disadvantages of a Sole Proprietorship:

• Sole proprietors have unlimited liability and are legally responsible for all debts against the business. Their business and personal assets are at risk.
• May be at a disadvantage in raising funds and are often limited to using funds from personal savings or consumer loans.
• May have a hard time attracting high-caliber employees or those that are motivated by the opportunity to own a part of the business.
• Some employee benefits such as owner's medical insurance premiums are not directly deductible from business income (only partially deductible as an adjustment to income).

Federal Tax Forms for Sole Proprietorship (only a partial list and some may not apply):

Form 1040: Individual Income Tax Return Schedule C: Profit or Loss from Business (or Schedule C-EZ) Schedule SE: Self-Employment Tax Form 1040-ES: Estimated Tax for Individuals Form 4562: Depreciation and Amortization Form 8829: Expenses for Business Use of your Home Employment Tax Forms