Business Law Assignment 2
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Apr 3, 2024
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INTEROFFICE MEMORANDUM To: Michael J. Pocchia, Esq. From: Bobbie J. Tremmel Date: January 26, 2024 Re: Mom & Pop General Store ASSIGNMENT
Discuss the advantages and disadvantages of our client’s new business as each type of business entity, discuss the relevant facts that should be considered in determining the right business entity for them, determine which business entity is best for their situation, and explain what considerations went into concluding the best business entity. FACTS
Our client, Mom and Pop, has opened a General Store. They are considering doing business with online retailers who will sell through their General Store. The online retailers will be shipping directly to the customer so the store will not be housing any inventory. They have asked the firm to help them determine the best business entity to structure their new business as. ISSUES 1. What are the key advantages and disadvantages of operating Mom and Pop's business as each different type of business entity? 2. What relevant facts should be considered in determining the ideal business entity for Mom and Pop? 3. What entity is most appropriate for Mom and Pop? 4. What key considerations caused you to reach this conclusion? ANALYSIS
1.
What are the key advantages and disadvantages of operating Mom and Pop's business as each different type of business entity?
A.
Sole Proprietorship
Advantages: This entity is the simplest, least expensive, and easiest to set up, manage, and operate. A sole proprietorship is an unincorporated business owned by one person. They require no government filings and sometimes only need a local license and a registered name to operate. Sole proprietors own all the profits and assets of their business and have sole discretion in decision-making and control. There is less federal and state regulation when filing taxes. Disadvantages: Sole proprietorships provide the least legal and financial security to the owner because the business is not a legal entity and therefore is not separate from the owner like a corporation. Thus, the owner is responsible for all aspects of the business and has unlimited personal liability for all debts and financial obligations of the business. Sole proprietors pay income tax and self-employment tax for the business's income on their tax returns, so if there are not enough business write-offs, they can end up paying high taxes on their income. B.
Partnership
Advantages: This entity’s ownership is not limited to one person and is owned by two or more individuals. The partners share in the profits, assets, and management of the business, whether they contribute their money, labor, or skills, and they share in all the responsibilities, losses, and liabilities. Disadvantages: Partnerships have unlimited personal liability. Each partner is equally liable personally for all debts incurred and is legally responsible for the business acts and personal actions of the other partners. Tax liabilities are passed through to the individual, and each partner pays taxes on their net income separately.
C.
Limited Partnership (L.P.) Advantages: This entity is formed by one general partner and one limited partner. The general partner takes part in and manages the day-to-day operations of the business. The limited partner does not take part in the daily business activities, giving the general partner more control over the decision-making. The limited partner makes financial contributions and shares in the profits of the business, and their liability is also limited to the extent of their investment in the business. Limited partnerships do not pay federal income tax, instead, they each pay taxes on their profits earned. Disadvantages: Limited partnerships are more complex to manage. They must comply with numerous statutory formalities, such as state filings, annual reports, and filing fees. Limited partners cannot participate in the day-to-day activities and decision-making or they risk losing their limited liability status, thus relinquishing full control to the general partner. General partners thus assume all the responsibility of the business and have unlimited personal and joint and several liability for the business’s debts and obligations. D.
Limited Liability Partnership (L.L.P.)
Advantages: A limited liability partnership functions like a limited partnership except the partners are not liable for any losses incurred due to another partner's negligence or misconduct. They also reap the benefits of pass-through taxation. Disadvantages: Depending upon the state, LLPs can be expensive to form and maintain. Some states require liability insurance, and some states have more required documents and filing fees than others.
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