This article describes the differences among the six basic business forms used by for-profit businesses in the U.S. (You are in it to make a profit, right?) This subject may not be tantalizing, but the knowledge is useful. You may want to clip this article and save it in a file. If you study this a few minutes before meeting with your lawyer or tax advisor it may help you better understand the legalese and tax gobbledy-gook. Then you can better ask the kinds of questions you need answers for. If you have already visited your lawyer and CPA, maybe this can help you sort out and remember some of the complicated principles they may have rattled off.
This article speaks in general terms for ease of understanding, and does not address many exceptions and details. It is not intended to be legal or tax advice or to be used in substitution for consulting qualified legal and tax advisors.
1. Sole Proprietorship.A single owner of an unincorporated business essentially operates the business as an extension of herself. For tax purposes, profits and losses of the business flow through to the tax return of the owner. Liabilities of the business also flow through to the owner. For example, if someone slips and falls on the business premises, the company damages the property of a customer, or the company is unable to pay its debts, successful claims against the company may be levied against the bank account or lake house of the owner.
2. General Partnership. Two or more persons own the business jointly and share profits and losses of the business in accordance with their partnership agreement. Each partner is exposed to the public for the full amount of all liabilities of the business, regardless of the agreement between the partners. In other words, a creditor may collect the full amount of a debt of the partnership from the partner that is the easiest to collect from. Profits and losses of the partnership flow through to the tax returns of the partners in accordance with their ownership percentages as determined in the partnership agreement. The partnership itself is not subject to any income or franchise tax. The authority to control aspects of the business is determined by the partnership agreement, but unless stated otherwise, the partners control the business jointly. Each partner has one vote.
3. Limited Partnership. The partnership must have at least one general partner and one limited partner. The general partner has personal liability for all liabilities of the partnership. The limited partner does not have personal liability for the business and cannot take part in the management of the business. She is what is sometimes referred to as a “silent partner.” Profits and losses are distributed and flow through to the tax returns of all partners in accordance with the percentages the partners determine in the partnership agreement. Profits and losses may be distributed (and reported for tax purposes) in percentages differing from the ownership percentages. The voting power of the partners is determined by the agreement. A limited partnership is not subject to state franchise tax.