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Choice of Entity: Tax Issues

business entity types

When starting a new business, or considering restructuring an existing one, one of the most critical decisions you will face is choosing the right entity type. The entity you select will have significant implications for your business's legal structure, liability protection, and, importantly, its tax treatment. This article will explore the importance of choosing the right entity and discuss the requisite tax issues you need to consider.

The first step in the process is understanding the various entity options available to you. Each entity type has its own unique characteristics, advantages, and disadvantages, so it is crucial to evaluate them carefully before making a decision. The most common types of business entities include:

  • Sole Proprietorships,
  • Partnerships,
  • Limited Liability Companies (LLCs),
  • S Corporations, and
  • C corporations.

One of the primary tax considerations when choosing an entity is the treatment of profits and losses. Sole proprietorships and partnerships are considered pass-through entities, meaning that the profits and losses of the business are passed through to the owners and reported on their individual tax returns. This can be advantageous as it allows for the avoidance of double taxation. However, it is important to note that the owners are personally liable for the business's debts and liabilities.

On the other hand, LLCs, S corporations, and C corporations offer limited liability protection, meaning that the owners' personal assets are generally shielded from the business's liabilities. However, the tax treatment differs for each entity type. LLCs have flexibility in their tax treatment and are pass through entities. S corporations are also pass-through entities but have certain restrictions on ownership and can only have a limited number of shareholders. C corporations, on the other hand, are subject to double taxation.

Another important tax consideration is the ability to take advantage of certain tax deductions and credits. Depending on the nature of your business, certain entity types may allow for more favorable tax treatment. For example, C corporations have the ability to deduct certain fringe benefits, such as health insurance premiums, while S corporations and LLCs may have limitations on these deductions.

It is important to note that the tax laws and regulations surrounding business entities are complex and subject to change. Therefore, it is highly recommended to consult with a qualified tax professional or attorney who can provide personalized advice based on your specific circumstances.

Choosing the right entity for your business is a crucial decision that can have significant tax implications. Understanding the tax treatment of each entity type, including the treatment of profits and losses, the availability of deductions and credits, and the impact on raising capital, is essential. By carefully evaluating your business's needs and consulting with professionals, you can make an informed decision that aligns with your goals and maximizes your tax benefits.

KI Legal’s Transactional attorneys are well versed in these matters and are prepared to help guide you through the process. For more information on choosing your entity type, or for help with your particular business venture at hand, contact us at (212) 404-8644 or email to discuss.

This information is the most up to date news available as of the date posted. Please be advised that any information posted on the KI Legal Blog or Social Channels is being supplied for informational purposes only and is subject to change at any time. For more information, and clarity surrounding your individual organization or current situation, contact a member of the KI Legal team.


KI Legal focuses on guiding companies and businesses throughout the entire legal spectrum. KI Legal’s services generally fall under three broad-based practice group areas: Transactions, Litigation and General Counsel. Its extensive client base is primarily made up of real estate developers, managers, owners and operators, lending institutions, restaurant and hospitality groups, construction companies, investment funds, and asset management firms. KI Legal’s unwavering reputation for diligent and thoughtful representation has been established and sustained by its strong team of reputable attorneys and staff. For the latest updates, follow KI Legal on LinkedIn, Facebook, and Instagram. For more information, visit

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