Operations, Org structure

A Tale of Nine Businesses: Choosing the Perfect Small Business Structure

Expert author: Functionly Staff

Once upon a time, in a town bustling with small businesses, five aspiring entrepreneurs embarked on a quest to build organizations of their own. They all hailed from various industries and each had different strengths and weaknesses. Before they could dive into the joys and challenges that come with running their own show, they had to make a critical decision: selecting the right legal and taxation structure for their business. 

In this epic business tale, our nine protagonists will explore what it means to run a partnership, corporation, S corp, B corp, and other small business structures.

Joining Forces as a Partnership

Alice and Bob, two professional chefs, decided to combine their culinary skills and open a restaurant to serve the hungry masses. After numerous conversations, they gravitated towards forming a partnership, which would allow them the flexibility to share responsibilities and make decisions together. They appreciated that in a partnership, each partner is personally responsible for the business's debts and liabilities, but they were undeterred by the risk.

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In their minds, the partnership structure offered several advantages. They relished the simplicity of its formation and operation, as well as its pass-through taxation, meaning they each report their share of business income and expenses on their personal tax returns. Alice and Bob understood that walking this path might expose them to liability, but they believed their trust in one another would lead to a fruitful business.

The Birth of a Corporation

Next up was Caroline, a skilled dress designer with a penchant for creating fashionable, sustainable products. She aimed to build a startup empire and believed that incorporating her business would offer the best foundation for future growth. 

Caroline assembled a team of shareholders to invest in her company, and together they created a robust legal structure to ensure her corporation thrived. They valued the limited liability that came with this setup, as the shareholders' personal assets were protected from debts and losses. 

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She smiled at the thought of her taxed corporate profits distributed to her shareholders as dividends. As an incorporated business, Caroline knew she would face myriad regulations and requirements but she believed the potential advantages were worth the challenge.

Limited Liability Company: A Flexible Alternative

Grace, a software developer with a groundbreaking idea for a mobile app, wanted to protect her personal assets while enjoying the benefits of pass-through taxation. After careful research, she decided that forming a Limited Liability Company (LLC) would be the perfect fit for her business.

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The LLC structure offered Grace the flexibility to choose how her company would be taxed while shielding her personal assets from liability. She could opt for a single-member LLC, which would be taxed as a sole proprietorship, or a multi-member LLC, taxed as a partnership. The limited liability provided by an LLC allowed Grace to focus on her app's development with the confidence that her personal assets were safe and sound.

The Close Corporation: A Cozy Business Venture

Henry, a family man with dreams of opening a quaint bed and breakfast, sought a business structure that would involve his loved ones. He discovered the Close Corporation, a structure designed for small-scale, closely-held businesses, and recognized its potential for his family venture.

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The Close Corporation allowed Henry and his family members to be shareholders, keeping the business within their tight-knit circle. This structure eliminated some of the formalities of a regular corporation, such as board meetings, and allowed for a more relaxed, family-oriented management style. Henry was overjoyed to see his dream come to life with the support of his loved ones.

Nonprofit Corporation: A Philanthropic Path

Isabelle, a passionate advocate for animal rights, aspired to create an organization that would rescue and rehabilitate abused animals. She chose to form a Nonprofit Corporation, a structure designed to serve public or charitable purposes rather than generate profit for its owners.

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By establishing her animal rescue as a Nonprofit Corporation, Isabelle could obtain tax-exempt status, allowing her to focus her resources on her mission without the burden of income tax. She worked tirelessly to secure funding through donations, grants, and fundraising events, ensuring that her organization could continue to make a difference in the lives of countless animals.

Cooperative: A Collaborative Business Approach

Jack, a visionary farmer, envisioned a marketplace where local producers could come together to sell their goods and share in the profits. Inspired by the power of collective effort, he opted to establish a Cooperative, a business structure that promotes collaboration and shared ownership among its members.

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The Cooperative allowed Jack and his fellow producers to pool their resources, share profits and losses, and make decisions democratically. By working together, they could create a thriving marketplace that benefited everyone involved, from the farmers themselves to the consumers who enjoyed fresh, locally-sourced products.

Subchapter to Success: The S Corp

David, an innovative tech wizard, saw an opportunity to revolutionize the way businesses communicate. He envisioned a future where his message-transmitting device would be in every office, gaining investors as his company expanded. Like Caroline, David was drawn to the idea of forming a corporation, although he soon discovered a more attractive option: the S corp.

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One fateful evening, David stumbled upon the many advantages of this business structure: pass-through taxation without the corporate double taxation Caroline would face; limited liability for shareholders; and the opportunity to be taxed at both the individual and corporate levels. He knew that with the power of the S corporation, he could craft an empire that would endure for generations to come.

Breathing Life into a B Corp

Emma, a passionate environmentalist, aspired to create an eco-friendly cleaning company that made a difference not just through its products, but also through its impact on the world. To achieve her lofty goals, she decided her business would become a Benefit Corporation (B Corp), a structure that merges profit with purpose while holding corporations to high standards of social and environmental performance.


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By selecting a B corp legal structure, Emma publicly committed to conducting business responsibly and transparently. The B Corp journey was fraught with obstacles, as Emma navigated her way through social and environmental assessments to ensure her business practices were certified as sustainable. However, the rewards of reaching that goal were too alluring for her to walk away from, and she used the power of this business structure to build a company she could be proud of.

The Journey of Sole Proprietorship

Finally, we meet Fred, an ambitious baker who longed to bring sweetness into the lives of everyone he met. As a sole proprietor, Fred felt he could manage the risks of personal liability, as he couldn't bear the weight of dealing with shareholders, complex legal structures, or pass-through taxation. 

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Sole proprietorship offered Fred simplicity and complete control, allowing him to make all decisions without partners or boards. Baking and selling his confections was all he ever wanted, and the thought of navigating his own destiny filled Fred with excitement, as he whipped up a storm of delicious treats that brought joy to the town.

The Perfect Structure for You

As we close this tale of five businesses and their journeys, it becomes clear that there is no one-size-fits-all solution when it comes to selecting a small business structure. They each have their distinct advantages and challenges.

As you embark on your own entrepreneurial adventure, be prepared to explore the options that fit your unique vision, mitigate risk, and lead to a rewarding business path. May your journey be filled with achievement and happiness as you carve your name into the annals of small business history.

Try Functionly today to help plan out your small business structure vision.


(Please note this article does not constitute formal legal or tax advice, always consult a professional about your circumstances.)

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