Introduction
Heidi Birmingham and James Roberts are interested in starting a business and in the process of deciding which business entity to declare. The duo already has completed two vital elements of starting a business which include developing a business plan and securing financing to cover business start-up costs. However, choosing an appropriate business structure is no easy task since it significantly impacts business formation, financial and tax accounting, and other legal processes. Ms. Birmingham and Mr. Roberts have requested that I assist them with their decision in which I will use six valuable criteria to explain why declaring a limited liability partnership is the best option for them.
Business Structures
Business
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To continue the decision making process, Ms. Birmingham and Mr. Roberts can use six criteria to determine the advantages and disadvantages of starting a partnership (Hoyle 2014) (Choose your business structure 2016).
Criteria Impact on Partnerships
Business owners utilize six criteria specifically designed to determine whether or not selecting a certain business structure is the best choice. The six criteria include: tax treatment, ability to raise capital, separation of ownership and management, limited liability protection, transferal of ownership, and ease of formation. Business structures implement two sets of records when starting up for financial and tax reporting. Valuations are different among the two, but how the taxes are reported depends on the business structure chosen. Regulations impact how each business structure obtains capital and the level of flexibility varies. The common element of personal liability ties both separation of ownership and management and limited liability protection together. Entities with the ability to separate ownership and management reduce instances where the owner is not liable for misdeeds associated with management. If anything should arise in entities with the inability to separate the two, limited liability protection acts as a safeguard against seizure of assets. Corporate ownership transfers are dependent on the business structure selected as only those with
As a hybrid of partnerships and corporations, LLC’s provide limited liability for debts and flexibility to be taxed as a partnership or corporation (Staring and Naming a Business Presentation, 2012, Slide 5). Some specific advantages include being empowered authorities in the management of the business, diversity of members, limited liability, pass-through taxation, and less paperwork (appreciated by many). A drawback of this business structure is the need for a tailored operating agreement that specifies the specific needs of the
After gaining enough knowledge on the types of business structure, business owners can proceed to the process so that their plans of owning a business will turn into reality. After reading several resources, the process will be divided into five stages. The first stage is the planning and research. This involves developing viable business ideas, knowing the target customers and possible competitors, searching for the right location, thinking what will be the business name, and marketing strategy. In this stage, a business plan should be made. Business Link (2016) refers, “business plan as a document that defines why you’re in business, your goals, and how to achieve those goals and it also covers all major aspects of the business, including
A limited liability company protects each partner from personal liability for certain obligations of the company. An important difference from other partnerships is that each partner is liable for the debts and obligations of the partners. With limited liability Company, each state has its own laws governing partners for these vessels. Some states allow only certain professions, such as lawyers and accountants to form LLP. Some states only provide protection from liability for negligence claims, leaving personally responsible for other types of requests partner. For tax purposes, profits are divided equally between the partners and the partnership is not taxed separately.
The company is geographically located in most major united states locations. It employs a hierarchal organizational design. One of the contributing factors to its success is the company’s success in providing a dining experience for its customers that excel in choices, price, customer service, and serving size. The company is known world-wide for its delicious cheesecakes with the key factor being the variety.
Ellentuck, A. B. (2009). USING A LIMITED LIABILITY PARTNERSHIP AS THE ENTITY OF CHOICE. Tax Adviser, 40(2), 124-125.
In setting up a new business the first step is setting up the best business structure for the need of the business. There are many different things that need to be looked at in order to determine the correct entity that will be used. Will there be partners is a big question in this determination, another questions which is the most correct for the business legally. Another consideration needs to be the legal liability as well as the tax liabilities in considering the best choice for the entity of the business.
The below table compares and contrasts business structures on the basis of the most common issues, naming: taxation, liability, risk and control, continuity of existence, transferability and expense and formality (Quickmba, n.d.). Also, you will notice that in the table the similarities are extended from one structure to the other, while differences are kept in separate cells.
Moreover, LLC’s offer many of the advantages of both the closely held forms of business (Sole Proprietorship, Partnerships, and limited partnerships) and those of the corporate forms of business. Most notable; reduced personal liability, relative simplicity to form and reduced regulatory operation burden to the owners. Following are the key reasons that our founding members have chosen to incorporate as an LLC:
LLCs are relatively new in the world of corporate law. Other jurisdictions allow veil piercing of an LLC only in exceptional circumstances or if the state’s statute has express language permitting an LLC’s veil to be pierced. Angelo Tomasso, Inc. v. Armor Constr. & Paving, Inc., 447 A.2d 406, 412 (Conn. 1982). In general, Delaware courts recognize that although veil piercing of a corporation is appropriate under some circumstances, it may only “be effected … in the interest of justice.” Pauley Petroleum, Inc. v. Cont’l Oil Co., 239 A.2d 629, 633 (Del. 1968). A literal reading of the LLC Act appears to fully insulate members against personal liability. The case law on this issue is developing and it may take time before we see a fact pattern identifying C1’s precise issue with veil piercing. However, if C1 faces a civil lawsuit, Delaware has the most protective jurisdiction for corporations and LLCs formed under its
Enclosed is the Justification Report covering information related to different types of entities that could be chosen to establish a business. Furthermore, the report explains in full details the advantages and disadvantages of each business entity, and how those factors could fulfill the needs of each particular individual.
Another business structure to establish is Limited Partnership, which is similar to the partnership with a slight difference where it formed with at least one general partner and one limited partner. The general partners have the same obligation as partners in a general partnership; however, limited partners have limited liability to the extent of their contribution. The advantage of this business formation is the limited personal liability for individual partners for the acts of another partner within the organization. It has the same tax consequences as a general partnership. One important positive aspect is management and control aspects of the organization could be divided or separated among partners. It’s shortcoming, a general partner is still personally fully liable for the debts of the business. If the limited partner wants to become active in the business, he/she may assume the personal liability obligation.
One of the most defining elements of a new business is the business structure it assumes. This will determine the liability of its owners, how the company and its owners are taxed, how profits and losses are distributed and the company's management structure. For this reason, it is essential that new companies evaluate each type of business structure as it applies to their company's needs and chose a structure accordingly. In the instance of Joe and Jill Smith, a married couple who are opening a restaurant, a limited liability company would be the ideal structure for their business as it allows the owners to be taxed only once, provides liability protection for the owners, allows the business to grow while staying family owned and the paperwork is simple. As a limited liability company, the Smiths will benefit from the pass-through tax structure unique to this form of organization. According to the Internal Revenue Service, "the federal government does not recognize an LLC as a classification for federal tax purposes. An LLC business entity must file a corporation, partnership or sole proprietorship tax return" (Internal Revenue Service, 2012).
There are three types of business structures sole proprietorship, partnership, and general. Each business structure has its advantages as well as disadvantages; the key is determining which business structure will be most suitable for your business venture. Not everyone is looking to run a small business so a sole proprietorship may not be the answer, it could be that you are looking to start small and have your company grow into a corporation but not quite function exactly like a huge corporation. Whatever the case one must determine which business structure best suits their needs and this paper will
In order for an informed decision to be made in regards to appropriate business structure for any business it is necessary to understand each business structure separately and any attempt to understand business structure must consider the C-corporation as a baseline against which to compare subsequent business structures. A C-corporation is a business organized as a separate entity from the owner or owners of the business that requires the observation of certain formalities. In Texas these formalities include adopting bylaws, maintaining a record of accounts, issuance of stock, recording the issuance and transference of stock, recording minutes of board of director and shareholder meetings, as well as maintaining a record of current and past shareholders (Tex. BOC § 21). It is important to remember that corporate formalities will require time and expense to maintain and every attempt should be made to comply with these requirements to protect the liability limitation of the corporation’s shareholders, officers, and owners.
The structure of an organisation is built in order to achieve the distinct tasks by the labour and coordination between teams to provide goods and services. Organisational structure is selected in order to have a basic work and consistency according to the situation. The most foremost factors in an organisation are skilled labours, mutual understanding among the fellows and direct control to frame a good result. A good structured organisation results in quality production, which can be taken into peoples consider through marketing. When an organisation tracks in a solid structure, management plans and tasks can be easily constructed and executed. In this essay, I have been explained about the concept of Mintzberg five