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                             What's the Best Structure for Your Business?

                               A P Schweitzer is serious about business.  And we're serious
                             about helping others stay in business for themselves.  We have
                             expert business consultants who can advise you on the right
                             structure to  meet the goals of your business.  Are you
                             interested in soliciting investors?  Are you interested in liability
                             protection?  Are you interested in specific tax benefits?  We
                             can help!

Choosing a business structure is one of the most important decisions a small
business owner will make.  It will affect the management of your business.  It will
affect how the business is governed.  It will affect how the business is taxed.  And it
will affect many decisions that you make down the road.  At A P Schweitzer we take
the time to listen to both your short term and long term goals.  We analyze the pros
and cons of all possible structures, then recommend the best one for you.

Unlike other companies that prepare and file only the minimum required paperwork,
just the Articles of Incorporation or Organization, to organize your company at the
appropriate Office of the Secretary of State, A P Schweitzer always takes the extra
steps to register your company with the IRS; making entity classification elections
and applying for a Federal Tax ID or EIN.  We also register your company with the
appropriate State Department of Revenue and apply for the appropriate tax
accounts.  Finally, we record your company with your local County Clerk -- all of
which is necessary for your company to be completely organized as the entity you
elect.  Don't be fooled by companies that offer sub par service, or charge extra and
often over priced "add ons."

Below are some pros and cons of the most common business structures.  We
encourage you to contact one of our business experts for a consultation, or seek
the advice of your current accountant before choosing a structure.


                   "Sub Chapter C" Corporations










                   "Sub Chapter S" Corporations










                     Limited Liability Companies












                    Limited Liability Partnerships









                        General Partnerships







                         Sole Proprietorships







                                                                                        
Discover The Advantages.
Incorporate or LLC.
           Advantages
  • No restrictions on who or how many
    shareholders may own stock
  • Various types of income do not retain its
    character as it passes to shareholders
  • Dividends distributed to shareholders
    may be taxed at a lower rate
  • Limited liability for shareholders
  • Attractive structure for investors
  • Deductable fringe benefits
           Disadvantages
  • May be difficult to organize and/or dissolve
  • Corporation pays tax on earnings & profit
    and shareholder pays tax on dividends
    creating a "double tax"
  • Corporation may be subject to
    accumulated E & P Tax and AMT tax
  • Capital losses only offset capital gains
  • Courts have disregarded limited liability
    under certain circumstances
           Advantages
  • Pass through tax treatment prevents the
    "double tax" of C corporations
  • S corporations are not subject to income
    AMT, AE&P, or PHC taxes
  • Losses pass through to shareholders
    and may offset ordinary income
  • Stock transfers are often regulated with
    shareholder transfer agreements
  • Limited liability for all shareholders
  • Deductable fringe benefits
           Disadvantages
  • May be difficult to organize or dissolve
  • Restrictions on number and type of
    shareholders allowed
  • All shareholders must agree to "S" status
  • May have only one class of stock
  • Shareholder employees must consider
    IRS "resonable wages" rules
  • More than 2% shareholders are limited in
    deductable fringe benefits
           Advantages
  • Easier to organize than corporations
  • May have unlimited number and type of
    members
  • Limited liability for all members
  • Favorable pass through tax treatment
  • Single member LLCs treated as
    "disregarded entities" for federal taxes
  • May allocate start-up losses to investors
  • Tax free contributions of appreciated
    property
  • Liquidation of an LLC is generally a tax-
    free event
           Disadvantages
  • To file as a partnership the LLC must
    have more than one member; whereas
    an S corporation may have only one
    shareholder
  • Members cannot be employees, rather
    distributive income is subject to SE tax
  • Some states may tax LLCs, while they
    may not tax partnerships
  • Businesses operating in more than one
    state may receive inconsistent treatment
  • Sale of 50% or more of interest may
    terminate LLC for federal tax purposes
           Advantages
  • Easy to form as an LLC
  • Favorable pass-through tax treatment
  • Limited liability for limited partners
  • Limited partner's share of distributive
    income is not subject to SE tax
  • May regulate partners transactions
    through the use of a Partnership
    Agreement
           Disadvantages
  • Must have at least on General Partner
  • General partners do not benefit from
    limited liability protection
  • General partner's share of distributive
    income is subject to SE tax
  • Some employee benefits are considered
    guaranteed payments to partners and
    subject to SE tax
           Advantages
  • Generally the easiest entity to organize
  • Favorable pass through tax treatment
  • Able to regulate a business partners
    transactions through the use of a
    Partnership Agreement
           Disadvantages
  • No limited liability protection for partners
  • All distributive income is subject to SE tax
  • Assets transferred into a partnership are
    co-owned by all partners.  No one partner
    has a claim against a specific asset
           Advantages
  • No formal organization required
  • Treated as a "disregarded entity" for tax
    purposes.  No separate return required
  • Losses offset other ordinary income
  • Owner has complete control of business
           Disadvantages
  • Owner personally liable for all debts of
    the business
  • All profit is subject to SE tax
  • Capital sources generally confined to
    owner's contributions and loans
Our Services
5142 Mary Ingles Highway
Silver Grove, KY 41085-0437
Phone:  859.635.5737
Fax:  859.441.8756