Having the right type of business and management structure is key to avoiding disputes, saving taxes, and protecting property. Much of business planning and structuring occurs at the crossroads of taxation and law. When it comes to business planning the old adage is true that “an ounce of prevention is worth a pound of cure.” It is all too often that business owners make the mistake of waiting until later down the road to think about proper planning rather than discussing the legal options and ramifications with an attorney. Proper planning can often save thousands of dollars and prevent unnecessary headaches.
Utah law allows for many different types of business entities including corporations, limited liability companies, limited partnerships, and sole proprietorships. Each of these types of businesses can be useful in certain circumstances and each has its own set of benefits and detriments.
In addition to selecting the correct business type, it is important to understand the associated tax options and issues. For example, determining whether to make an “s-election” to be taxed as a small business corporation or determining what taxes will result when property is transferred to a business both depend on the facts and circumstances of each particular situation. Tax can be very complex and can have a great impact on the overall profitability of a company.
Determining how the business is to be run is also vitally important for success. Disagreements between owners or managers of companies are common and rules need to be established long before issues arise. Some of the documents that describe how the business is to operate and function include corporate bylaws, limited liability company operating agreements, partnership agreements, and buy-sell agreements. Some of the important questions these documents address include the following:
- Who will manage the day to day business?
- When can a manager be replaced?
- How will important decisions be made?
- What percentage of owners have to sign off on important decisions?
- What happens if an owner wants to sell his or her share of the company?
- How will income be allocated among owners?
- When will owners have a right to receive distributions from the company?
- When will company meetings be held?
- Where will the business be located?
Proper legal guidance is also very important well after a business has been created. Contracts with customers, agreements with vendors, expectations of employees, and protection of intellectual property are all important considerations and need to be addressed in a successful business. Business planning does not simply end once a business is up and running.