By Vance Cariaga
A critical step in getting your restaurant up and running is choosing its legal structure. You basically have four choices here — a sole proprietorship, a partnership, a limited liability company (LLC), and a corporation — though there are variations within each.
Many restaurants start out as sole proprietorships, which means the owners operate as individuals with no separation between personal and business finances. Partnerships are similar, with the main difference being that each partner is liable for the debts and obligations of all the other partners.
No formal action is needed to form a sole proprietorship, according to the Small Business Association (SBA). If you’re the sole owner, you become a sole proprietorship just by conducting business. Even so, you’ll need to obtain all relevant permits and licenses to operate. Contact your state’s Secretary of State office for more information.
No formal action or paperwork is needed to form a partnership, either. You can create one simply by agreeing to go into business with someone else, according to the Nolo legal website. There are a few steps you’ll want to take before proceeding, however. These usually involve choosing a restaurant name, creating and signing a partnership agreement, obtaining licenses and permits and getting an EIN.
Even though it’s simpler to form a sole proprietorship or partnership, it’s usually advisable to form a corporation or LLC. That’s because you can separate and protect your personal assets from your business assets and keep from being liable for a partner’s debts. Corporations also get tax advantages not granted to other types of entities.
A good initial step is to decide what kind of company you want to form for your restaurant. Here are the most common types:
When you’ve decided what type of corporation you want to form for your restaurant, you’ll usually take some or all of the following steps:
Forming a corporation for your restaurant also requires filing various incorporation and financial documents, including those listed below. Just keep in mind that different states have different guidelines, so always consult your state’s Secretary of State office to learn more.
Every business is unique and has its own goals and priorities. As the restaurant owner, only you can decide which business entity is best for your business. Make sure to review all options and gain a thorough understanding of the tax implications of each so you can choose the right business entity before you open your restaurant.
Vance Cariaga is an award-winning writer, editor and journalist. As a journalist he held staff positions at Investor’s Business Daily, The Charlotte Business Journal and The Charlotte Observer. His work also appeared in Charlotte Magazine, Street & Smith’s Sports Business Journal and Business North Carolina magazine. His reporting earned awards from the North Carolina Working Press Association, the Green Eyeshade Awards and AlterNet. Vance’s collection of short stories, Money, Love and Blood, includes “A Slight Difference of Opinion,” winner of the 2015 Creative Loafing Flash Fiction contest. Another short story, “Saint Christopher,” placed second in the 2019 Writer’s Digest Short Short Story Competition. In addition to journalism, Vance has worked in accounting and restaurant management. He holds a B.A. in English from Appalachian State University and studied journalism at the University of South Carolina.
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