You are starting a new business or you are self-employed, you are wondering what other type of business structure or legal entities are available? Why should you know about other business structures or legal entities? What are the benefits of incorporating? We are here to help you. Let’s discuss the options you have to get a broad level of understanding.
When we are looking into the business structures, entities structures that are formed not for profit are excluded.
What are the options you have?
Which business structure I should choose?
Each structure has its own advantages and disadvantages.
The most basic and simple structure is Sole proprietorship. Do the business in your name and there are no formalities required. In the next step, you can think of doing a partnership in which case you may need to draft an agreement to formalize the rights and obligations between the partners. You may need a professional to help you draft this agreement. As the last step, you can think of incorporating your business.
Now let’s look into furthermore in detail each structure option.
You can start doing business in your name and no registration is required. If you want to give a separate name to your business which is called a “trade name” or “operating name” you may need to register your trade or operating name. Under the Ontario Business Name Act if you are doing business in Ontario in public with a name that is different than your personal name you need to register that name in Ontario and obtain a master business license. This license needs to be renewed every five years. The license does not guarantee you the exclusivity of your registered name. That means anybody else might be using the same trade name elsewhere in the province or in Canada.
Whether you are doing business in your personal or a trading name, you are personally liable for all your business debts and obligation. That means if you can not satisfy your liabilities from your business account then you must pay that from your personal accounts and from your personal properties.
A sole proprietor reports his business income and loss on his T1 personal income tax return and there is no separate return filing required. The proprietor pays taxes on its net business income.
A partnership can be the easiest form of business for you where the setup is easy, no income tax to pay, two or more people or entities can join together to generate capital, finances, and resources, and simply formed by an agreed-upon partnership agreement. However, setting up this form of business could be time-consuming when drafting a complicated agreement among the partners particularly for a limited partnership or limited liability partnership.
There are majorly three forms of partnerships that you can choose to run your business or profession. However, all forms of partnership are treated as disregarded entities for tax purposes. A partnership does not pay income taxes on its net profit. The net income or net loss for the tax year is distributed to its partner and the partner reports its share of profit or loss on its income tax return and pays taxes. A corporation or other types of entities can also become a partner in a partnership.
– No registration is required. Sign the partnership agreement and start the operation.
– Partners share their loss or income from the partnership either based on their share of capital contribution or based on the rations agreed among the partners.
– However, when it comes to any legal liability, each partner is liable for the full amount of the liability. For example, in two members partnership if one of the partners is not able to pay (bankrupt) then the other partner will be liable for the remaining amount.
– Generally, in this form of partnership, all the partners participate in the business.
Limited Partnership (LP)
You want to invest but do not want to or have no time to manage the day-to-day operations and at the same time, you want to protect your obligation. You can limit your legal obligation by forming a Limited Partnership.
Limited Liability Partnership (LLP)
You can form a limited liability partnership in British Columbia irrespective of your business activities. If you want to register a limited liability partnership in other provinces, then you need to be in certain categories of professionals.
In Ontario, you can register a Limited Liability Partnership under the Ontario Limited Partnerships Act 1990.
As opposed to limited partnerships, all the partners of a limited liability partnership participate in the business, and the liability of all the partners is limited.
A corporation is a separate legal entity from its incorporator and shareholders. A corporation can be sued in court. A corporation has to prepare its own financial statements, file a corporate income tax return, and pay taxes on its net income. A corporation distributes its after-tax profits to its shareholders and shareholders pay taxes on dividends income reported on their personal income tax return. A Canadian corporation pays tax-free dividends to another Canadian corporation. A corporation has to file an annual return failing which it may be dissolved.
Major benefits of incorporating
There are mainly three major types of corporate business structures commonly used. These three corporate structures include Federal corporations, Provincial corporations, or professional corporations.
A Canadian corporation is further categorized as a Canadian-controlled private corporation or other corporation for income tax purposes.
Federal Corporation in Canada
Provincial corporation in Canada
Extra-Provincial Corporation (EPC)
A corporation registered in another province can register in Ontario as an Extra-provincial registration and do business in Ontario
A foreign company can also register in Ontario under Extra-Provincial Corporation and do business in Ontario, open a bank account, and set an office. However, the foreign company needs to have an agent resident in Ontario. The EPC needs to pay income tax in Canada on only net income received in Canada.
Disclaimer: Information in the blog/post/article has been presented for a broad and simple understanding. This is not legal advice. RKB Accounting & Tax Services does not accept any liability for its application in any real situations. You need to contact your accountant or us for further information.