Should I Incorporate?

The most common business structures are proprietorships, partnerships, and corporations. A proprietorship is simply a one-owner business. It is the most prevalent form (on the order of 70% of all businesses) because it is the simplest and least expensive to start.

A partnership is basically a proprietorship for multiple owners. Most are general partnerships, where each partner is held liable for the acts of the other partners. A limited partnership allows for general and limited partners; limited partners' liability is limited to their contributed capital.

If you choose to go into business with a partner, be sure to prepare a formal, written partnership agreement. This should address the contribution each will make to the partnership, financial and personal; how business profits and losses will be apportioned; the salaries, and financial rights of each partner, and; provisions for changes in ownership, such as a sale, succession, or desire to bring in a new partner.

The corporation is a legal entity, separate from its owners. It is a more secure and better-defined form for prospective lenders/investors. Incorporation is perceived as limiting the owner's liability, but personal guarantees are generally required whenever there is liability exposure.

The traditional form is called the C-Corporation. An S-Corporation is frequently preferable as a start-up form, since the losses expected in the early stages of the business may be applied to the owner's personal tax return. Other forms include the LLC, or Limited Liability Corporation; Trusts, often for a specific time frame or purpose, and; combinations of legal entities such as "CoOps" and joint ventures.

Enlist the legal and tax advice of the professionals as to which form suits your venture best.

Ownership Structure and Capitalization

Once the legal structure is decided upon, issues of distribution of ownership, and distribution of risks and benefits may be addressed. The primary decision to be made is whether the entrepreneur will finance the venture or whether there is a need for other stakeholders, and whether these stakeholders will be investors or lenders or some combination thereof.

Financing our venture by borrowing adds to our fixed costs, but makes no claim beyond the amount of the debt no matter how great our success. Standards for debt financing are generally very difficult for startups to meet; lenders are not generally willing to share the risk with you. If a lender turns you down, ask them for specific reasons. If the reasons cannot be countered with this lender, the insight gained can be used to strengthen the presentation to the next.

The advantage of selling shares of ownership to raise capital, referred to as equity financing, is that the investor is sharing the risks of the venture; this lowers expenses since there is no debt service to be paid. The investor also shares the rewards, however, and the entrepreneur must be careful not to sell the equity too cheaply.

What do we have to offer prospective investors? For most, their primary interest is in a high return on their investment, through dividends and appreciation. There is little appeal to most investors in being a long-term minority owner in a closely-held business, so some way of "cashing out," must be offered, such as a provision for company buy-back or a public offering.

Venture capitalists look for generally larger deals and impressive returns. Many fund projects only in specific industries; some work only from referrals from within their "network." Carol Steinberg, in "Success Selling," puts the odds of receiving venture capital funding in perspective: "Each year a venture capitalist fields 400 to 500 deals, seriously reviews 40 or 50, and funds only 4 or 5."

Less visible as a source of startup capital are individual investors, known as "angels," who typically invest $50,000 to $250,000 in private companies. While we must generally "recruit" such investors ourselves, angels are thought to represent a significant pool of risk capital.

While stakeholders are hard to find at startup, sources of assistance are available. A good starting point is the U.S. Small Business Administration (SBA). Their Small Business Investment Company (SBIC) program allows private investment partnerships, or SBICs, to leverage their own capital using SBA guarantees.

John has almost 40 years experience as a management and strategic consultant, entrepreneur, author, and college professor. For 20 of those years, Dr. Vinturella was owner/president of a distribution company that he founded. He is a principal in business opportunity sites jbv.com and muddledconcept.com