My AE Prep (Module 4) Flashcards
What factors can influence the type of legal structure that a firm chooses?
Number of employees
Number of offices
Number of partners
State licensing board requirements
Liability
Best ways to reduce taxes
What are the three main types of legal structures for a firm?
Sole Proprietorship
Partnership
Corporation
What are the four different types of corporations?
S Corporation (S-Corp) (Business Corporation)
C Corporation (C-Corp) (Business Corporation)
Limited Liability Company (LLC) (Professional Corporation)
Limited Liability Partnership (LLP) (Professional Corporation)
What is an S Corp?
A business structure that allows income and expenses to flow through the individual business owner, who must pay taxes on that money.
What is a C Corp?
A business structure that separates the individual from the corporation, and the individuals are paid as employees. Setting up and maintaining a corporation can be expensive and require an accountant and/or a lawyer. In addition, the firm will have to file separate corporate tax returns. The advantage to having this separate entity is to shield the individual partners from personal liability.
What is an LLC
A business structure that is typically used for small firms cause it is the least complex business structure. Creating an LLC provides the simple tax advantages of a sole proprietorship with the liability protection of a corporation.
What is an LLP?
A variation on the LLC that offers liability protections that are not available to general partnerships; the personal assets of partners are protected against liability from business claims, except in the case of fraud or other criminal wrongdoing.
What are the characteristics of a Sole Proprietorship?
+ Least expensive structure
+ Simplest form
+ Included in individual’s tax return (no state or fed tax forms)
Individual = business legally
Terminated by death of individual
- Unlimited personal liability
What are the characteristics of a General Partnership?
Like a sole proprietorship, but for multiple people.
Partners share in duties, profits, losses, management.
+ Business does not pay income tax on profits, these are passed on to the partners, who pay tax on their shares.
- Both partners have potential full liability
What are the characteristics of an S Corporation?
Most common structure for architects.
Owned by shareholders who run the practice.
Profits passed on to shareholders.
- Architect can still be professionally liable.
What are the characteristics of an C Corporation?
Clearly separates the individual from the corporation.
Allowed to have more than 100 shareholders.
Treated as a separate taxable entity by the IRS.
What are the characteristics of an LLC?
Provides the liability protections of a corporation with the tax advantages of a partnership.
Members own the LLC
Classified as a corporate partnership for federal taxes
What are the characteristics of an LLP?
Same tax advantages as LLC
Must have at least one managing partner who bears liability for the firm.
Non-managing owners receive liability protection.
What is the general idea behind incorporation?
To add a layer of liability protection for the firm owners.
What is an MBE?
Minority-owned Business Enterprise (>51%)