Sole Proprietorships Defined
The simplest form of business entity is the sole proprietorship. If you choose this legal structure, then legally speaking, you and the business are the same. You can continue operating as a sole proprietor as long as you're the only owner of the business.
Establishing a sole proprietorship is cheap and relatively uncomplicated. If you're going to conduct your business under a trade name such as Smith Furniture Store rather than John Smith, you'll have to file an assumed name or fictitious name certificate at a local or state public office. This is so that people who deal with your business will know who the real owner is. In addition, you may have to obtain a business license to do business under state laws or local ordinances.
States differ on the amount of licensing required. In California, for example, almost all businesses need a business license, which is available to anyone for a small fee. In other states, business licenses are the exception rather than the rule. But most states require a sales tax license or permit for all retail businesses. Dealing with these routine licensing requirements generally involves little time or expense. However, many specialized businesses -- such as an asbestos removal service or a restaurant that serves liquor -- require additional licenses, which may be harder to qualify for.
From an income tax standpoint, a sole proprietorship and its owner are treated as a single entity. Business income and business losses are reported on your own federal tax return (Form 1040, Schedule C). If you have a business loss, you may be able to use it to offset income that you receive from other sources.
Personal Liability
A potential disadvantage of doing business as a sole proprietor is that you have unlimited personal liability.
Example 1: Lester is the sole proprietor of a small manufacturing business. When business prospects look good, he orders $50,000 worth of supplies and uses them up. Unfortunately, there's a sudden drop in demand for his products, and Lester can't sell the items he's produced. When the company that sold Lester the supplies demands payment, he can't pay the bill.
As sole proprietor, Lester is personally liable for this business obligation. This means that the creditor can sue him and go after not only Lester's business assets, but his other property as well. This can include his house, his car, and his personal bank account.
Example 2: Shirley is the sole proprietor of a flower shop. One day Roger, one of Shirley's employees, is delivering flowers using a truck owned by the business. Roger hits and seriously injures a pedestrian. The injured pedestrian sues Roger, claiming that he drove carelessly and caused the accident. The lawsuit names Shirley as a codefendant. After a trial, the jury returns a verdict against Roger -- and Shirley as owner of the business. Shirley is personally liable to the injured pedestrian. This means the pedestrian can go after all of Shirley's assets, business and personal.
One of the major reasons to incorporate a business is that, in theory at least, incorporation allows you to avoid most personal liability. Limited personal liability is also a characteristic of a limited liability company.
Income Taxes
As a sole proprietor, you and your business are one entity for income tax purposes. The income of your business is taxed to you in the year that the business receives it, whether or not you remove the money from the business. By contrast, a corporation is a separate entity for income tax purposes. As a shareholder in a corporation, you don't pay tax on money earned by the corporation until you receive payments as compensation for services or as dividends. The corporation pays its own taxes.
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Compared to a sole proprietorship, a corporation can offer some tax advantages if you're able to leave some income in the business as " retained earnings." For example, suppose you wanted to build up a reserve to buy new equipment, or your small label manufacturing company accumulated valuable inventory as it expanded. In either case, you might want to leave $50,000 of corporate profits or assets in the business at the end of a year. If you operated as a sole proprietor, those " retained" profits would be taxed at your marginal tax rate. But if you incorporated, the rate would almost surely be lower.
Note: You can share ownership of your business with your spouse and still maintain its status as a sole proprietorship. If you choose to do this, in the eyes of the IRS you'll be co-sole proprietors. You can either split the profits from your business if you and your spouse file separate returns, or you can put them on your joint Schedule C if you file a joint return. Only a spouse can be a co-sole proprietor. If any other family member shares ownership with you, the business must be organized as a partnership, corporation, or limited liability company. More on husband/wife sole proprietorships.
