Company Structures Explained: Types, Formation, and Advantages
A company is a legal entity distinct from its owners, created to conduct business. It has perpetual succession, can own property, sue/be sued, and contract in its own name.
Major Types (Common Law / US Focus)
| Type | Ownership | Liability | Taxation | Key Features |
|---|---|---|---|---|
| Sole Proprietorship | 1 individual | Unlimited personal | Pass-through (Schedule C) | Simplest; no formal formation |
| General Partnership | 2+ partners | Joint & several unlimited | Pass-through (Form 1065) | Agreement governs; no entity shield |
| Limited Partnership (LP) | General + Limited partners | GP: unlimited; LP: limited to investment | Pass-through | LPs passive; GP manages |
| LLC (Limited Liability Company) | Members (1+) | Limited (charging order protection) | Flexible: default pass-through; can elect C/S corp | Most popular for SMBs; operating agreement governs |
| C Corporation | Shareholders (unlimited) | Limited | Entity-level (21% federal) + dividend tax | Public offering capable; double taxation |
| S Corporation | Shareholders (≤100, US persons) | Limited | Pass-through (Form 1120-S) | One class stock; eligibility restrictions |
| Professional Corp (PC) / PLLC | Licensed professionals | Limited (except own malpractice) | C or S election | Required for doctors, lawyers, CPAs in many states |
| B Corp (Benefit Corporation) | Shareholders | Limited | C or S | Legal mandate for social/environmental goals + profit |
Incorporation Benefits
- Liability Shield: Personal assets protected from business debts (if formalities kept).
- Capital Access: Equity issuance, debt financing, investor confidence.
- Perpetuity: Survives owner death/departure.
- Tax Planning: Fringe benefits, retained earnings, income splitting (C corp), QBI deduction (pass-through).
- Credibility: "Inc." / "LLC" signals stability to vendors, clients, banks.
Choice depends on liability exposure, tax goals, funding needs, and exit strategy. Consult CPA + attorney.
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