Holly founded ExitPromise.com as well as StartupPromise.com and so far has answered more than 3,000 questions asked by business owners about starting, growing and selling a business.
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Jim Beach, author and serial entrepreneur, interviewed Exit Promise founder Holly Magister on his radio show School for Startups Radio.
We want to share some of the insights from that interview here on the blog. This is the second post in this series, and we’ll cover how entrepreneurs should go about choosing what type of business entity is the right fit for their business.
Jim Beach: Of the four big types, we can think of others, but certainly LLCs, partnerships, S corporations and C corporations are the major choices that 95% of us are going to choose, is that correct?
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That is correct.
Jim: Can we go through very briefly go through each one and talk about the type of business that is perfectly suited for that? So the partnership, is that a really good choice for our bakery that we’re going to hand down from generation to generation?
Well unfortunately, it really depends. A bakery could be formed as a partnership. Now there are two kinds of partnerships; there are general partnerships and limited partnerships. Generally speaking, no pun intended, a general partnership is not the way to go because there is unlimited liability exposure to all general partners, and in a general partnership, everybody’s a general partner. Whereas in a limited partnership, you can have one general partner (which you have to have) and then you may have multiple limited partners, and there are multiple ways to establish that. A partnership could be used, but that’s not necessarily the most ideal.
The answer to your question Jim really depends on how your particular entity needs to serve you. So what I mean by that is that in a partnership, or let’s contrast that to a corporation, if you have the idea that you want to bring in multiple investors in the future, forming a partnership can be somewhat problematic. Forming a corporation may make it easier for you to sell shares of your company to new investors.
So the answer is not necessarily the kind of business that you want to start; it has more to do with what you want to do with your business, how you want to capitalize it, how you want to ideally have the taxes flow to your individuals, or if you would prefer them to be paid at the entity level. So there’s really not a one-size-fits-all for a business entity structure based on what it is that you’re setting out to do or what kind of business you’re starting.
Jim: OK. So if I want to raise money, I want to go through the whole thing – I want to have the friends and fools, the angels, and then the VCs, which is the best structure?
Most of the time, Venture Capitalists are looking for corporations to invest in, in part because they’re a lot easier to sell, and that’s the reason why it’s much easier to raise capital in the public markets if it’s a C corporation. So generally speaking, they lean towards forming a corporation. LLCs are often used when there are multiple real estate holdings. That’s not always the case, but that’s been the case in recent years, where an LLC would be used when there’s real estate that’s going to be part of the picture. That said though, you can use combinations of S corporations and LLCs, and even partnerships can have a general partner that’s a C corporation or an S corporation or an LLC, so there are lots of different ways to what I call “optimize your business entity structures” for your intended purposes.
Listen to the full interview here. For the first post in this series, click here.–
Dear Cas
My understanding regarding resident agent or authorized person is related to having an address for the business. It can be a personal or business physical building that mail can be delivered to.
Choosing an LLC as your corporate structure will provide you with a level of liability protection. Additionally you can outline each parties roles and responsibilities of each LLC member within the operating agreement.
Sincerely,
Chris
Disclaimer
The information provided is not designed or intended as legal or financial advice. It is for the educational or sharing of informational purposes only. It is not a substitute for consulting with your legal or financial advisors to obtain their professional consultation.
We are 3 people in Maryland who have come together to start a video production business. We all want to be equal in the business. Should this be an LLC or something else? What would be the best choice?
If an LLC is the best choice in MD should one of us put ourselves as the “authorized person” or should we put one of us as “Resident Agent “?
Thanks!
I understand better now about business entity. I mean, I didn’t see the importance of it but as your business grows, you will surely realize that you need all these things for your business to progress and become successful in the long run. Thanks for sharing this interview and giving us the most important details of it.
You are welcome Joseph!
All the best to you in your business…