Business Structures Comparison
SOLE PROPRIETORSHIP
| Advantages |
Minimum legal restrictions Ease of formation Low start-up costs Sole ownership of profits Maximum freedom in decision-making |
| Disadvantages |
Unlimited liability Less available capital Relative difficulty in obtaining long-term financing |
| No. of Owners Allowed |
Only 1 owner |
| NC Filing Requirement |
Trade Name Registration DBA - Not required, but recommended |
| Formation | Taxable |
| Taxation Issues |
Not subject to federal income tax at entity level; tax items reported on Schedule C of owner's personal return |
| Liquidation | Not applicable |
GENERAL PARTNERSHIP
| Advantages |
Ease of formation Direct rewards Broader management base due to greater number of owners |
| Disadvantages | Unlimited liability of general partners Divided authority |
| No. of Owners Allowed |
At least 2; no upper limits |
| NC Filing Requirement |
Trade Name Registration |
| Formation | Non-taxable, unless disguised sale or the partner is relieved from debt |
| Taxation Issues |
Not subject to federal income tax at entity level; tax items passed through to the partners |
| Liquidation | Taxable to the extent cash distributions exceed a partner's tax basis |
LIMITED PARTNERSHIP
| Advantages |
Ease of formation Broader management base due to greater number of owners Not used very often - LLCs are more popular |
| Disadvantages | Unlimited liability of general partners Divided authority Difficulty disposing of limited partnership interest |
| No. of Owners Allowed |
At least one general partner and one limited partner No upper limits |
| NC Filing Requirement |
Certificate of limited partnership |
| Formation | Non-taxable, unless disguised sale or the member is relieved from debt |
| Taxation Issues |
Not subject to federal income tax at entity level; tax items passed through to the partners |
| Liquidation |
Taxable to the extent cash distributions exceed a partner's tax basis |
LIMITED LIABILITY COMPANY
| Advantages |
Ease of formation and management Can have a single-member LLC (a disregarded entity) |
| Disadvantages | Higher filing and annual fees Death, bankruptcy or withdrawal of owner require planning ahead |
| No. of Owners Allowed |
At least one No upper limits |
| NC Filing Requirement |
Articles of organization |
| Formation | Non-taxable, unless disguised sale or the member is relieved from debt |
| Taxation Issues |
Not subject to federal income tax at entity level; tax items passed through to the partners |
| Liquidation |
Taxable to the extent cash distributions exceed a member's tax basis |
"C" CORPORATION
| Advantages |
Separate legal entity Limited Liability Relative ease in raising captial Transfer of ownership through sale of stock Can use different classes of stock |
| Disadvantages | Organizational complexity Extensive regulation, record-keeping requirements |
| No of Owners Allowed |
At least one No upper limits |
| NC Filing Requirements |
Articles of Incorporation |
| Formation | Non-taxable (except to the extent of debt relief) if the transferors met the control test of Section 351 of the Internal Revenue Code |
| Taxation Issues |
Subject to federal income tax at entity level and upon shareholders when receive dividends |
| Liquidation | Taxable to corporation and shareholders to extent distribution exceeds stock basis |
TAX ELECTION "S" CORPORATION
| Advantages |
Limited liability for shareholders Possible tax benefits to owners (work with CPA) |
| Disadvantages |
Restriction son number and type of shareholders Limitations on classes of stock that may be issued |
| No of Owners Allowed |
At least one Upper limit is 100 |
| NC Filing Requirements |
Articles of Incorporation |
| Formation | Non-taxable (except to the extent of debt relief) if the transferors met the control test of Section 351 of the Internal Revenue Code |
| Taxation Issues | Not subject to federal income tax at entity level Tax items passed through to shareholders |
| Liquidation | Generally non-taxable at corporate level and taxable at shareholder level to the extent distribution exceeds stock basis |