业务结构(所有权)选项

业务结构(所有权)选项

在组织新业务时, one of the first and most important decisions is identifying the structure of the business.  没有一种选择适合所有企业. 这一决定涉及法律和税务方面的考虑. You have to pick the structure that best meets your needs. 建议您咨询主管 法律和税务专业人士 in order to make an informed decision about what entity type is best for you. 

在亚利桑那州,存在几种商业结构:

  • Sole Proprietorship: The simplest and most common form of business organization is a business that is owned by one individual. The creation of a business as a sole proprietorship requires no formal Arizona filing. Profits and losses are reported on a separate schedule within your personal tax return.

  • General Partnership: An association of two or more persons joined together to carry on trade or business for profit. 每个合作伙伴都可以贡献技能, 钱, 和/或时间, 每个人都分享公司的利润和亏损. Earnings are reported at the end of the year with personal tax returns.

  • Limited Partnership (LP): An increasingly popular choice for business owners, especially those involved in real estate or other investment ventures. Unlike general partnerships, LPs can limit the liability and the involvement of certain partners. This is useful for attracting investment partners who would like to participate in the profits of the business but not necessarily in its risks or daily operations. 有限合伙人必须向 亚利桑那州州务卿.

  • Limited Liability Partnership (LLP) and Limited Liability Limited Partnership (LLLP): Arizona's limited liability partnership statutes govern both limited liability partnerships (LLPs) and limited liability limited partnerships (LLLPs) and permit both general partnerships and limited partnerships to elect limited liability for their general partner(s). The owners report company profits and losses on their personal income tax forms. The business itself is not subject to federal income tax, as corporations are. 有限责任合伙企业和有限责任合伙企业必须向 亚利桑那州州务卿.  

  • Limited Liability Company (LLC) and Corporations: Should you decide to create a limited liability company or corporation, 你必须向税务局备案 亚利桑那州公司委员会
    • Limited Liability Company (LLC): A flexible form of enterprise that blends elements of the partnership and corporate structures. 有限责任公司很受欢迎,因为, 类似于公司, owners have limited personal liability for the debts and actions of the LLC. 有限责任公司的其他特点更像是一种合伙关系, providing management flexibility and the benefit of pass-through taxation.
    • Corporation*: The most complex type of business organization. 它作为一个独立的实体依法成立, 完全不同于那些拥有它的人, 它有自己的权利和责任.
  • S Corporation*: Sometimes referred to as a "Subchapter S corporation", allows you the protection of a corporation with some of the financial flexibility of a partnership and elects not to be subject to federal corporation income tax. To 符合S公司资格, the corporation or other entity eligible to elect to be treated as a corporation must meet certain requirements.

  • Non-Profit Corporation*: Arizona allows the formation of a non-profit corporation, 但如果公司打算免税, it must apply for that status through the Internal Revenue Service (国税局). There are more than a dozen types of corporations approved by the 国税局 as "tax exempt non-profit" These organizations usually are developed and operated exclusively for one or more of the following purposes: charitable, 宗教, 教育, 科学, 文学, 公共安全测试, fostering amateur sports competition (under certain restrictions), 或者防止虐待儿童或动物. 非营利性公司必须向税务总局备案 亚利桑那州公司委员会

    Arizona allows the formation of a non-profit corporation through the 亚利桑那州公司委员会, 但如果公司打算免税, it must apply for that status through the Internal Revenue Service. 美国国税局 Publication 557 - Tax Exempt Status for Your Organization discusses rules and procedures for organizations seeking to obtain recognition of exemption from federal income tax. There are more than a dozen different types of corporations approved by the Internal Revenue Service as tax-exempt "non-profits." These organizations usually are developed and operated exclusively for one or more of the following purposes: charitable, 宗教, 教育, 科学, 文学, 公共安全测试, fostering amateur sports competition (under certain restrictions) 或者防止虐待儿童或动物. The organization may be a corporation, community chest fund or foundation. 独资企业或合伙企业不符合资格. (24)

附加信息:
Arizona Entrepreneur's Edge, Chap 4, 业务架构及注册: Definitions including advantages and disadvantages of each business structure, also includes a comparison chart of business structures.

美国国税局: 业务结构

*S corp, C corp, and 501c3 are all 国税局 code references. Those designations pertain only to tax status, and are not actually types of corporations. In Arizona, you would simply form either a for-profit corporation or a nonprofit corporation. The corporation’s tax status would later be determined by the 国税局 and not by the 亚利桑那州公司委员会 (ACC). Please note that the 国税局 may require specific language in the articles of incorporation to obtain tax-exempt status, and that language is NOT included in the 亚利桑那州公司委员会 forms. 你应该研究一下 国税局 requirements before submitting any documents to the ACC.