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Should a small business ever be structured as a corporation?

Deciding on the right legal structure for a small business is a consequential decision-making process that can significantly impact its financial health, liability and daily operations. As such, it should be approached with care.

While many small businesses opt for structures like sole proprietorships or limited liability companies (LLCs), there are scenarios wherein structuring a small business as a corporation can be advantageous.

Some things to consider

One of the primary reasons that incorporating a small business can be beneficial is the potential for tax benefits. Corporations are classified as separate legal entities, which can be beneficial in certain tax situations. For instance, a corporation can retain profits without shareholders paying taxes on them until they are distributed as dividends. Businesses that plan to reinvest most of their earnings rather than distribute them may benefit from this approach.

Incorporating also provides one of the strongest forms of personal liability protection. In a corporation, shareholders (the owners) aren’t usually held accountable for business debts and liabilities. This means personal assets such as houses or cars are usually protected if the corporation faces bankruptcy or lawsuits. This level of protection can be helpful for small businesses in industries with higher risks of litigation.

Additionally, corporations often find it easier to access capital. They can issue shares of stock to attract investors, which is a significant advantage for businesses that need capital to expand. This can be particularly important for small businesses that have growth ambitions but lack sufficient funding options through loans or personal resources.

However, despite these benefits, incorporating also inspires certain complexities. Corporations require compliance with more regulations and formalities than other business structures, such as holding regular board meetings, maintaining detailed records and filing annual reports. These requirements can be burdensome for a small business without the administrative support to manage them.

There is no “right or wrong” approach to structuring a small business. At the end of the day, small business owners simply need to choose the structure that best meets their current needs and vision for the future.