New Jersey offers several business structures to choose from.
When planning to start a new business in New Jersey, the biggest question is which business structure to use. The structure that the entrepreneur chooses should suit the size of the business and the type of products or services to be provided. Many people have heard of LLCs which are registered companies that protect the members from personal liability. They are pass-through entities so the members pay personal tax on their share of business’ income, whether it is distributed or not. It’s a popular structure for small businesses. However, there are other options discussed below, each one with its own registration requirements and implications for personal liability and taxation.
A sole proprietorship is the most basic type of business that is owned by one person. Registration is not required in order to form it but it has to be registered for tax purposes. A “doing busines as” or DBA must be registered with the state if the business conducts business under a name other than the owner’s name. The owner pays tax on the business’ income and is personally liable for the business’ debts and obligations when it is sued or when it fails to meet its obligations. Personal liability is the greatest risk of this structure.
A general partnership is owned by two or more people. Registration of this structure is not required in New Jersey but it has to register for tax purposes and it has to register a DBA if it operates under a name other than the names of the partners. The partners are bound by their partnership agreement (which is optional) and they manage the business themselves. They pay taxes on their share of the income. They are also liable for the business’ debts and obligations, i.e. they risk losing their personal assets if the business is sued or fails to meet its obligations.
Limited partnership (LP)
This business structure has both limited and general partners. The general partners own and operate the business and they are personally liable for its debts and obligations. The limited partners invest in the busines, have limited input in its management. They also have limited liability, i.e. their personal assets are not at risk in case of lawsuits, malpractice by other partners or failure to meet obligations.
Limited liability partnership (LLP)
In this type of structure, all partners have limited liability so their personal assets are safe from attachment in case of lawsuits, malpractice by some partners and failure to meet obligations.
A C-corporation is a registered business that is more complex than an LLC and it is suitable for larger companies with many employees. The shareholders are protected from the company’s debts and obligations and the corporation is taxed independently from its shareholders. The shareholders pay taxes on dividends received so there’s double taxation. The law requires that there be a board of directors to oversee major policies and decisions and to appoint managers.
An S-Corporations is similar to a C-Corp in that it is registered, has shareholders and requires a board of directors. However, it is different in that there’s no double taxation, i.e. it is not taxed on its income and the shareholders are taxed on their share of the income. In terms of taxation it is similar to an LLC but it is limited to 100 shareholders. It also has only one class of stock.
A B-Corporation is a benefit corporation that is set up to provide defined social benefits while generating income for its shareholders. Therefore, the board of directors must consider seriously the impact of their decisions on shareholders, employees, the environment and the community. The shareholders periodically determine if the company is achieving material positive impact as defined.
Help is available
Anyone who’s unsure of which structure is best for their business, should seek professional advice. TRUic has information and useful guides for anyone who wants to form an LLC in Jersey. Intending business people can also consult an attorney or accountant.