Are Small Business Corporations Really Dead?


When you’re starting a small business, you’ll no doubt ponder what business structure is right for you. Or maybe you’ve been in business for years, and now you’re wondering if your current structure provides the most advantages.

You may have heard in recent years that for small businesses, corporations are a thing of the past, dethroned by the nimbler, less cumbersome Limited Liability Company (LLC).

Well, maybe si, maybe no.

Whether you already own a business or are just getting ready to start one, consider these five reasons for why the corporation may be the right structure for your business.

1. Reinvestment

Both LLCs and corporations bring in profit, but only the default tax structure of a corporation allow those profits to be reinvested into the company without paying additional tax. As a single-member LLC owner, all of the profits pass through to you, which looks great in your bank account but may hurt you come tax time.

If you’re incorporated, however, you can pay yourself a reasonable salary, pay the corporate tax on your net profits, and then choose to dole out the remainder as dividends or reinvest it in research, development, or future growth. If you take the dividends, you’ll have to pay tax again on that money. But as long as the money stays in the corporation, no additional tax needs to be paid.

Reinvestment, or retained capital, is a powerful corporate tool, especially for small business owners. The great white whale that swallows most small businesses is debt. By reinvesting profits into your company, you can avoid future debt and keep more money in-house to fuel growth. Meanwhile, retained capital sends a strong message to outside investors that you are an incisive, dedicated owner.

2. Legal Precedent

While LLCs offer a number of advantages to their members, one significant drawback is a lack of legal precedent. In the United States, Wyoming was the first state to legalize the LLC business structure … in 1977. The reality, then, is that American courts have ruled on cases involving LLCs for less than four decades.

LLCs have a longer standing history outside the US, but even so, the most widely accepted “first LLC” in history occurred in Germany in 1892, which makes the structure barely over 100 years old.

Compare this to the corporation structure. In western culture, the basic concept of a separate corporate entity endowed with legal rights stretches back to the Roman Empire (although there is little resemblance between modern and Roman corporations).

With hundreds and hundreds of years of history, corporations have a distinct advantage. When a corporation goes to court, centuries of legal precedent gives shareholders a clear idea of exactly how judges will most likely decide any given case.

LLCs, unable to draw upon a similar level of precedent, are in a much more precarious position.

3. Employees

Remember how many Microsoft employees became overnight millionaires during the 1990s? If Bill Gates had been a sole proprietor or LLC, those employees would still be driving Pintos instead of Audis.

As a corporation, you’ll have much greater range in offering benefits to employees. That means you could be better positioned to attract talented and dedicated individuals, as you’ll be able to offer something an LLC can’t: ownership.

Corporations have stock. LLCs don’t. This allows you to offer employees stock options and dividends, which work as powerful incentives. An employee who is also a shareholder is no longer just an employee. They’re an owner.

For an in-depth view of what corporations can offer employees, take a look at Starbucks’benefit package.

4. Raising Capital

Corporations have tremendous advantage over LLCs when it comes to investors. First, corporations can issue stock, while LLCs cannot. This may seem like a small advantage, but since the corporation is long established business entity, any investor will be comfortable with your structure and understand what they’re getting in return for their investment—shares. LLCs can issue percentages of the company to investors, but with the structure of a corporation being so well established, if you know your business will be seeking outside investors, the corporation is a safer play.

Corporate stock can be held in a trust or partnership, be voting or non-voting shares, be issued to entitle profit distribution or not. These options allow corporations to seek investors in every sector of our global society.

On top of that, if it ever makes sense to take your company public, you can’t do that with an LLC.

5. Prestige

Impressions—first or otherwise—are critical in business. Few things establish credibility and trust like saying “Hi, I’m Bill, CEO of the Microsoft Corporation.”

Member of Microsoft, LLC just doesn’t have quite the same ring.

Consider how many elements of your business are out of your control. No matter how hard you work, how your customers react to your product is mostly out of your hands. Advertising can be a guessing game. And the market…well, if only that were a beast that could be tamed.

But you can control whether your masthead reads My Business, LLC or My Business Corporation.

One word, but to some, it makes a difference.


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Drake Forester is the chief legal strategy officer at Northwest Registered Agent Services. Drake guides the company and its clients through the vast world of bureaucracy we all deal with when running a business. He specializes in researching and understanding the complexities of business entity compliance and tax strategies.