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Entity Selection

Starting a Sole Proprietorship or Forming a Business Entity?

Don’t let your excitement get in the way of the fundamentals. You Need a Business Formation Attorney.

While it is generally simple for anyone in Raleigh to set up a Sole Proprietorship and start doing business on their own, that manner of operating a business is seldom wise. As a Sole Proprietor, the business owner doesn’t have any protection against claims on their personal assets.

That’s why most business owners use a business formation attorney to set up as a separate “Entity” that effectively places a wall between the owners’ personal assets and their business assets. This protects business owners’ personal assets from claims when their businesses become indebted or bankrupt, thus limiting the individuals’ personal liability.

One of the most important decisions facing a new or existing small business owner is the choice of entity for operating the business. The main components of this decision are (i) how the business owner will comply with state and federal regulations; (ii) protection of the owners’ personal assets from liabilities of the business; and (iii) strategies for how income of the business will be taxed.

The following major types of entities will produce different legal and tax consequences:

  • Sole Proprietorship is an unincorporated form of business with one owner.  Income and expenses of the business are reported on the personal tax return of the owner who is personally liable for all debts and obligations of the business.
  • General Partnership is an unincorporated entity with at least two owners who are taxed on their income from the partnership. The general partnership is responsible for its debts, but the individual partners are also personally responsible for partnership debt. In a Limited Partnership, partners may not be liable for debts of the partnership in return for restricted participation in management of the business.
  • An S Corporation is a corporation with no more than 100 shareholders with limited liability protection. Generally, an S corporation is not taxable on the income it earns, so the shareholders of an S corporation are taxed on corporate-level income.
  • Limited Liability Company is an entity that offers limited liability protection and can be taxed either as a corporation, partnership, or disregarded entity.

Because of these important considerations related to business entity selection, it is crucial for a business owner to have expert consultancy and guidance from an attorney and certified public accountant. Developing a reliable relationship with a qualified attorney will allow for periodic review tax law changes or changes in your business operation in order to potentially reevaluate the most appropriate form of entity for your business.

Bob is a skilled, hands-on attorney and entrepreneur who provides value to your business through years of experience at startup, through ongoing consultancy and guidance, through business transition at sale, merger or acquisition if you decide to retire, undertake a new project, or expand by merging with competitors. His practical approach to the many legal and tax-related issues involved in both entity selection and ongoing issues facing small businesses will enable you to focus on your day-to-day activities and long-term goals with ease.  As a small business owner himself, he appreciate the challenges you are facing and will guide you through the many decisions you will be making for your business.

By working with an experienced attorney knowledgeable in entity selection attributes and ramifications to choose from among the several forms of business entity, you can potentially reduce exposure to liabilities, save taxes, and find a comfortable level of compliance with regulations and annual fees. However, should a dispute arise between your partners or shareholders, Bob Morton is first and foremost a skilled trial attorney and negotiator, skills that are prove invaluable in resolve such disputes in the most cost-effective and least disruptive manner possible.

If you need legal help and advice and would like the advantage of having a go-to Raleigh Business Entity Formation Lawyer who is highly accessible and easily approachable while offering reasonable fees, please call 919-845-5000 or contact our firm for an initial consultation. North Raleigh Law is located in Raleigh, North Carolina, and serves clients throughout the Triangle Area in Wake County, Durham County, Orange County, Chatham County, Vance County and Franklin County including the towns of Raleigh, Durham, Chapel Hill, Zebulon, Wake Forest, Fuquay, Cary, Clayton, Henderson, Oxford, Pittsboro, Apex and Holly Springs.

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    2900 Spring Forest Road
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    Raleigh, North Carolina 27616
    Phone: 919-845-5000
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