Overview of Business Structures

Overview of Business Structures

• Corporate vehicles allow administrators to conduct commercial activities and manage assets in the company's name.
• Business structure choices depend on factors like daily operations, taxation, and risk tolerance.
• Structures balance legal safeguards and revenue growth while minimizing misuse for illicit activities like money laundering.
• Three main categories of corporate structures: private companies, public companies, and Limited Liability Companies (LLCs).

Private Companies

• Not listed on public exchanges; shares held by a limited group of owners.
• Ownership and financial information are typically not publicly accessible.

Sole Proprietorship

• Default structure for unregistered businesses; no legal separation between owner and business.
• Owners are personally liable for all business debts; "pass-through" taxation applies.

Partnership

• Formed by two or more individuals; liability allocation can be defined among partners.
• Also utilizes pass-through taxation, with partners taxed on their share of income or losses.

Public Companies

• Shares available to the public; subject to significant regulatory oversight.
• Legally independent entities; can generate profit and be held accountable separate from owners.
• Higher formation costs and extensive record-keeping required compared to private structures.

Limited Liability Company (LLC)

• Combines liability protection of corporations with the pass-through taxation of partnerships.
• Owners are safeguarded from personal liability for company debts; profits/losses reported on personal tax returns.
• Two key roles within LLC: members and managers.

LLC Members

• Own a membership interest similar to shareholders but protected from personal liability, barring misconduct.

LLC Managers

• Appointed by members to handle day-to-day operations, contracts, and financial management.
• Absence of managers may lead to members managing the LLC themselves.

International Business Corporations (IBCs)

• Engaged in global business activities; can acquire real estate and manage assets.
• Enjoy tax exemptions on profits outside the jurisdiction of incorporation.
• Often established in regions with strong privacy protections to keep ownership confidential.

Risks of IBCs

• Loss of oversight from the owner’s home country.
• Located in tax havens, facilitating tax evasion.
• Complicated beneficial ownership determination due to incorporation through local agents.

Notable Red Flags for Legal Entities

• Non-standard business documents or financial statements.
• Check-cashing accounts with minimal withdrawals.
• Multiple dormant accounts or circular transfer patterns between shell companies.

Bearer Shares

• Physical documents representing ownership without registering the owner’s name; ownership based on physical possession.
• Subject to theft/loss; obsolete in the U.S. due to risks in money laundering.
• Corporate Transparency Act of 2021 prohibits bearer shares in U.S. entities.

Bearer Checks

• Unconditional orders that must be paid to the holder, with little verification required from financial institutions for the presenter at threshold amounts.

Explore the different types of business structures including private companies, sole proprietorships, partnerships, and LLCs. Understand how these structures affect operations, taxation, and liability. This quiz will help you identify the advantages and disadvantages of each type while considering legal safeguards and revenue growth.