Business Organization Information | Barrett & Gilman | Seattle, Washington Construction & Real Estate Law Attorneys

Business Organizations Information Page

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Frequently Asked Questions about Business Organizations

Q: What is the difference between a C Corporation and an S Corporation?

A: A C Corporation is so named because it is taxed under subchapter C of the Internal Revenue Code (I.R.C.), while an S Corporation is taxed under subchapter S of the I.R.C. In an S Corporation, the income of the corporation is not taxed at the corporate level as in a C Corporation, but rather it passes through to the shareholders. All corporations generally start out as C Corporations, but shareholders can elect to switch to S Corporation status if the corporation meets certain requirements.

Q: What is the difference between an S Corporation and a Limited Liability Company?

A: The S Corporation and Limited Liability Company (LLC) both provide limited liability for all shareholders and flow-through tax treatment. However, there are numerous requirements that corporations must meet to qualify for S Corporation status that do not apply to LLCs. To qualify as an S Corporation, the corporation must be a domestic corporation with only one class of stock and with no more than 75 shareholders (all of whom are individuals, estates or certain qualifying trusts and are US citizens and residents).

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Business Organizations - An Overview

Our lawyers have the experience and knowledge to recommend the right business entity for your new business, whether it is an LLC or a partnership. We take your goals, your tax situation, and the type of business into account to get your startup on the road to success. Contact Barrett & Gilman to learn about our Seattle law firm.

Choosing the proper business organization structure is one of the most important decisions that a business owner must make. The type of organization will determine how the business handles tax matters and whether there is protection against personal liability. A business owner should consider several factors in choosing a business structure, including the number of individuals in the business, type of business, profitability of the business and insurance. The following overview provides a brief description of some of the more common types of business structures. A corporate and business lawyer at Barrett & Gilman in Seattle, Washington can provide you with more information and help you determine which business structure best fits your individual needs.

Sole Proprietorships

In a sole proprietorship, the individual owner controls all assets used in the business and retains all profits of the business. A sole proprietorship is easy to form, simple to operate and subject to minimal regulation. The IRS considers the sole proprietorship and the owner one legal entity. Therefore, the owner reports all of the business's profits and debts on his or her own personal tax return. The owner is also fully responsible for any liability that the business may incur. His or her personal assets are not protected from the business' creditors. Likewise, any of the owner's personal creditors may pursue the business' assets in order to satisfy the owner's personal debt.

Partnerships

A partnership is basically an association of two or more people to operate a business for profit. A partnership is classified as either a general or a limited partnership. To form a general partnership, the parties must simply agree to enter a partnership, either orally or in writing. General partners are subject to personal liability for the debts and obligations of the partnership. General partners are generally entitled to participate fully in the management of the partnership and owe a fiduciary duty to one another. Limited partnerships must be organized under a state's laws, which may include filing a certificate of a limited partnership. A limited partnership is made up of one or more general partners and one or more limited partners. Limited partners cannot generally exercise much control over the business and their liability is limited to their investment in the business.

A registered limited liability partnership (LLP) is a partnership in which partners, with some exceptions, are not liable for damages caused by tortious acts or misconduct by the other partners. Professional partnerships, such as law and accounting firms, often elect to become LLPs because of the additional protections provided by this structure.

Corporations

A corporation is created by filing the required documents with the Secretary of State. By incorporating a business, a separate legal entity is formed. This separation shields the shareholders from any liability for debts and other obligations of the corporation. A corporation typically has a board of directors, elected by the shareholders, which oversees the strategy and dealings of the business. The board selects officers to oversee day-to-day management of the corporation. More information about the corporate structure, including the C Corporation, S Corporation and statutory close corporation, is available on the Corporations topic page.

Limited Liability Companies

A limited liability company (LLC) is a non-corporate entity. The members of an LLC have limited liability and can participate in management and control of the business. The LLC is a relatively new business structure that has been increasing in popularity. The main purpose of the LLC is to provide individuals with a business entity that avoids some of the complicated regulations of a corporation, but still provides its owners with limited liability. The LLC owners are only liable for the amount that they have invested in the LLC. They are not liable for any further liabilities or obligations of the LLC. An LLC is generally taxed like a partnership and does not pay separate federal income taxes.

Other Types of Business Organizations

Business Trusts — A business trust is an unincorporated business entity in which property is transferred to trustees. Beneficial owners, who hold certificates similar to stock certificates in a corporation, manage this property for them.

Joint Ventures — A joint venture is similar to a general partnership. It is an association of two or more people or entities who contribute money, property, skills or other assets to a separate entity to pursue a particular undertaking.

Non-profit Corporations — The main goal of non-profit corporations is to advance a particular purpose or objective, generally public, religious or charitable in nature. Non-profit corporations are formed according to state statutes.

Conclusion

It is important to have a clear understanding of the various business structures to best achieve your business goals. An attorney at Barrett & Gilman in Seattle, Washington can provide you with the advice necessary to select an appropriate business structure and then make the business a reality.

DISCLAIMER: This site and any information contained herein are intended for informational purposes only and should not be construed as legal advice. Seek competent legal counsel for advice on any legal matter.