Starting a company in the US involves several key steps, one of which is choosing the proper corporate structure. The structure you select impacts your legal liability, tax obligations, and operational flexibility. In this article, I provide a comprehensive guide to help you navigate this crucial decision.

Step 1: Understand Different Corporate Structure

Sole Proprietorship

  • Description: A business owned and operated by one person.
  • Pros: Simple to set up, complete control, straightforward tax filing.
  • Cons: Personal liability for business debts, limited ability to raise capital.


  • Types:
    • General Partnership (GP): All partners share management responsibilities and liabilities.
    • Limited Partnership (LP): One or more general partners manage the business and are personally liable; limited partners invest but have limited liability.
  • Pros: Easy to establish, shared financial commitment, complementary skills.
  • Cons: Joint liability (for GPs), potential for disputes, shared profits.

Limited Liability Company (LLC)

  • Description: A hybrid structure offering the benefits of both corporations and partnerships.
  • Pros: Limited liability for owners, flexible management structure, pass-through taxation.
  • Cons: Can be more complex and expensive to establish than sole proprietorships and partnerships, varying state regulations.


  • Types:
    • C Corporation (C Corp): A separate legal entity owned by shareholders.
    • S Corporation (S Corp): Offers pass-through taxation but with certain eligibility requirements.
  • Pros: Limited liability, ability to raise capital through stock, perpetual existence.
  • Cons: More complex and costly to set up, double taxation (for C Corps), regulatory requirements.


  • Description: Owned and operated by a group of individuals for their mutual benefit.
  • Pros: Democratic control, profits distributed among members, limited liability.
  • Cons: Can be complex to manage, slower decision-making, potential funding challenges.

Step 2: Consider Key Factors in Choosing a Corporate Structure

The table below shows some of the considerations you should take into account before deciding the business structure must fitted for you.

corporate structure criteria

Step 3: Register Your Business

Choose a Business Name: Ensure the name is unique and complies with your state’s naming guidelines.

File the Necessary Paperwork: You need a Registered Agent that resides in the US, and a US address fir the business. You also need specific documents that varies depending of the business structure you select.

  • Sole Proprietorship: Typically, no formal paperwork is needed, but it may require a DBA (Doing Business As) registration.
  • Partnership: Draft a partnership agreement and file a DBA if needed.
  • LLC: File Articles of Organization with your state and create an operating agreement.
  • Corporation: File Articles of Incorporation and draft corporate bylaws.
  • Cooperative: File the appropriate documents according to state-specific cooperative laws.

Obtain an Employer Identification Number (EIN): Apply for an EIN from the IRS for tax purposes.

Register for State and Local Taxes: Register with your state’s tax authority and obtain any necessary licenses or permits.

Open a Business Bank Account: Separate your personal and business finances by opening a dedicated business bank account.

Step 4: Comply with Ongoing Requirements

Sole Proprietorship/Partnership: Renew any required licenses or permits, file annual tax returns.

LLC: File annual reports, pay required fees, and maintain an operating agreement.

Corporation: Hold regular board meetings, maintain corporate minutes, file annual reports, and pay fees.

Cooperative: Hold member meetings, maintain records, and file annual reports.


Choosing the proper business structure is a critical step in setting up your company in the US. Carefully evaluate your business needs, future goals, and the implications of each structure before making your decision. Once you’ve chosen the proper corporate structure, follow the steps to register and comply with ongoing requirements to ensure your business operates smoothly and legally.

Promoting USA provides consulting on corporate structure as part of its Specialized Administration Services. If you have any specific areas you would like to explore further or any questions, give us your information so we can schedule a meeting.

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