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23. What organization form will best help me to achieve my short-and long-term business
goals?
Clear out items that you do not need or have not used in a long time. This will prevent lost
time, helping you to concentrate on important issues instead of trivial things.
5. Adhere to your commitments: Keep your promises to customers,SUPPLIERS
and
What is the source and amount of borrowed money for the business?
How much personal responsibility should I take for business debts and liabilities?
What organization form will best help me to achieve my short-and long-term business
goals?
Your answers will strongly influence and be influenced by the legal business form you select.
However, that form may change with growth and needs of the enterprise. One example of a
form changing would be a sole proprietorship evolving into a partnership (which could add
shared expertise and resources) and then to a corporate structure, which could enhance
management continuity and financing capabilities (if shares are sold).
Basically, the form of organization depends on the type of business, how many owners or
investors are involved and how tax and liability issues will best be handled. Some
businesses, especially for tax and liability reasons, will want to incorporate from the
beginning. Others may operate for their lifetime as sole proprietorships. Any time two or
more unrelated people are involved in a business, they will probably want to create some
type of partnership agreement or a corporation. If youre considering this option, get help
from a tax and legal expert.
The basic forms of business organization, with some advantages and disadvantages, are
discussed in this fact sheet.
Sole proprietorship
The sole proprietorship is a business that is owned and operated by one person. It is the
simplest and least expensive business structure to form. Many start-up companies choose
this form until it becomes profitable to enter into a partnership or corporation. The sole
proprietorship form is often useful for a new business because it has a simple structure and
is easy to set up. It is the least regulated form of business organization. Its profits are taxed
as part of the owners individual income. The business owner in a sole proprietorship is
responsible for all financing, management decisions and liabilities of the business.
Advantages
Simple structure
Ease of formation
Disadvantages
Limited management potential can only expand with after tax dollars
General partnership
A general partnership is a legal business relationship in which two or more persons agree to
share ownership and management of a business. With a general partnership, you can pool
capital and management resources of two or more people. It is easy to set up and needs no
special registration (except for any trade names the partners use).
A written agreement among partners is not required by law, but helps clarify business
arrangements and avoid misunderstandings. You may want a lawyer to draw up a written
partnership agreement. Any agreement must follow the Maine Code on general partnerships.
When signed by all partners, the agreement is an enforceable contract.
a list of the rights and responsibilities of each partner and his or her heirs
the management and continuity arrangements for the business in the event of death
or disability of one of the partners
any special conditions or arrangements that may affect any of the partners through
operation of the business
Withdrawal of one partner or adding another automatically ends a partnership unless the
agreement says otherwise. So you can avoid business liquidation with a partnership
agreement that covers transition of ownership and continuity of the business.
Partnership liabilities extend to personal assets of each of the general partners. Each general
partner is held personally liable for all business obligations of the partnership. Each partner
is taxed at his or her personal tax rate on his/her share of the partnership income.
Advantages
Simple organization
Disadvantages
Cost of organization
Unlimited liability
Limited decision-making
Sharing of profit
Limited partnership
A limited partnership is a particular form of partnership that gives investors special tax
advantages and protection from liability. The limited partnership is like a corporation in many
respects. It allows people to invest in the business, but their liability is limited to the amount
of their investment or as agreed in the limited partnership agreement. The partnership must
include at least one general partner who has general liability for the debts of the limited
partnership. The limited partner usually exercises no control over the business of the
partnership, but is merely an investor. The general partner usually manages the business.
This form is often typically used to get more funds for a business. Both general and limited
partners are taxed at their personal rate on their share of taxable income from the business.
The limited partnership itself is not taxed.
A summary of the limited partnership agreement, along with the business name, must be
filed with the secretary of states office, which sends a copy to the county recorders office.
Advantages
Disadvantages
Corporation
A corporation is a separate legal entity from its owners, the shareholders. It can make
contracts, it is liable for any obligations, and it pays taxes on earnings. It is a legal person.
A corporation attracts capital investment funds by selling shares of stock in the company to
investors, or trading stocks for assets. Generally, stockholders are not liable for claims in
excess of the current value of their shares. Corporate officers may become personally liable
in some cases, but generally creditors can only lay claim on the assets of a corporation.
The corporations identity makes its continued life possible. A death or stock sale has little
effect on corporate managements ability to continue with business.
Corporate income is taxed at its own rate. More attractive corporate business tax rates were
set with the Tax Reform Act of 1986. The portion of corporate after-tax income given to
shareholders as dividends is taxed again as personal income of shareholders.
To incorporate, you must apply to the secretary of state by filing articles of incorporation.
The secretary then grants a certificate of incorporation. Sale and exchange of stock are
governed by state law, to protect the public investor, and special registration is needed to
sell stock to the public. The name of the corporation must be approved by the secretary of
state to avoid duplication. The state charges a one-time fee for filing the articles of
incorporation with the secretary of state.
After receiving and filing the articles of incorporation and approving the corporate name, the
secretary of state sends the document to the county recorders office in the county where
the office of the registered agent for the corporation is located. The county recorder files the
articles of incorporation in the county. There is a one-time charge for this service.
After the county recorder has filed the articles of incorporation, the corporation receives a
certificate of incorporation from the secretary of state. The corporation can start doing
business, right after the certificate of incorporation is issued by the secretary of state. The
corporation must also print a notice of intent to do business in a newspaper with countywide distribution to establish good standing in the county.
Articles of incorporation can be written by members of the corporation or a lawyer. However,
using a lawyer or accountant can sometimes help you avoid many problems and pitfalls of
establishing a legal corporation in Maine.
Dissolving a corporation in Maine requires two filings with the secretary of state: a statement
of intent to dissolve and articles of dissolution.
Corporations are a more costly and complicated form of business organization than
partnerships. Articles of incorporation must also be filed in counties where offices are
located or real estate is held. Each year, an annual report must be filed with the state. There
is a small charge for filing, but the fee goes up as capital assets of the corporation increase.
Many sole proprietors feel they should incorporate to limit their business liability. This
certainly is an advantage, but unless the assets of the business are substantial, the officershareholder may still have to sign for the business.
Advantages
Disadvantages
Complex organization
More government
S corporation
considering starting a business, consult lawyers, tax accountants and other professionals
(depending on the nature of the business) for advice.
1. Talk to a CPA
Nows the perfect time to make an appointment with your tax advisor, as youll both have
more time to discuss your financials and will be focused on long-term strategy, rather than
getting through this years tax season. Most importantly, youll still have plenty of time to
act on his or her suggestions while its still 2012.
2. Re-evaluate Your Business Entity
Many small businesses start out as sole proprietorships or partnerships, but then eventually
transition to another entity as they grow. For example, if your business is not incorporated,
you may want to consider incorporating (or forming an LLC) to shelter you from some
financial risk and possibly save money on taxes.
Sometimes an entity is formed with one income target in mind, and you might need to
reconsider the entity for a different income level. Failing to adjust your business entity for
your revenue can be a costly mistake. Discuss the different legal entities with your CPA, so
you can determine the right entity for your situation and the right time to make the change.
3. Review Estimated Tax Payments for 2012
Now that 2012 is in full swing (and your 2011 taxes are done), its a good time to review
what your business has made year to date and your forecast for the rest of the year. Then
assess your estimated tax payments to avoid having to dole out underpayment penalties
next year. Likewise, theres no reason to overpay with your estimated payments; interest
rates may be low, but theres still better things your business could be doing with that
money.
4. Separate Business and Personal Finances
If you havent done so already, take the steps to keep your personal finances and expenses
separate from those of your business. This is mandatory if your business is an LLC or
Corporation, but its good practice for sole proprietors as well. This means a few things:
Open a business credit card: While I normally dont recommend opening any
new credit lines, in this case its a smart idea. By putting all your business
expenses on the business card, youve got an instant audit trail of your years
expenses when tax time rolls around again. Of course, you should be saving
merchant receipts as well.