Business Structures
When beginning a business, you must decide what form of business entity to establish. Your form of business determines which income tax return form you have to file. The most common forms of business are the sole proprietorship, partnership, corporation, and S corporation. A Limited Liability Company (LLC) is a relatively new business structure allowed by state statute. Legal and tax considerations enter into selecting a business structure.
For additional information, refer to Small Business Administration’s Choose A Structure webpage.
Sole Proprietorships
A sole proprietor is someone who owns an unincorporated business by himself or herself. However, if you are the sole member of a domestic limited liability company (LLC), you are not a sole proprietor if you elect to treat the LLC as a corporation.
If you are a sole proprietor use the information in the chart below to help you determine some of the forms that you may be required to file:
References/Related Topics
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Publication 334, The Tax Guide for Small Business (for Individuals Who Use Schedule C or Schedule C-EZ)
Partnerships
A partnership is the relationship existing between two or more persons who join to carry on a trade or business. Each person contributes money, property, labor or skill, and expects to share in the profits and losses of the business.
A partnership must file an annual information return to report the income, deductions, gains, losses, etc., from its operations, but it does not pay income tax. Instead, it “passes through” any profits or losses to its partners. Each partner includes his or her share of the partnership’s income or loss on his or her tax return.
Partners are not employees and should not be issued a Form W-2. The partnership must furnish copies of Schedule K-1 (Form 1065) to the partners by the date Form 1065 is required to be filed, including extensions.
If you are a partnership or a partner (individual) in a partnership, use the information in the charts below to help you determine some of the forms that you may be required to file.
Chart 1 (Partnership)
| If you are a partnership then you may be liable for… | Use Form… |
| Annual return of income | 1065,U.S. Return of Partnership Income (PDF) |
Employment taxes:
|
941, Employer’s Quarterly Federal Tax Return (PDF) and 943, Employer’s Annual Federal Tax Return for Agricultural Employees (for farm employees) (PDF)940, Employer’s Annual Federal Unemployment (FUTA) Tax Return (PDF) 8109-B, Federal Tax Deposit Coupon (PDF) |
| Excise Taxes | Refer to the Excise Tax Web page |
Chart 2 (Individual Partners in a Partnership)
| If you are a partner (individual) in a partnership then you may be liable for… | Use Form… |
| Income Tax | 1040, U.S. Individual Income Tax Return (PDF) and Schedule E (Form 1040), Supplemental Income and Loss (PDF) |
| Self-employment tax | 1040, U.S. Individual Income Tax Return (PDF) and Schedule SE (Form 1040), Self-Employment Tax (PDF) |
| Estimated tax | 1040-ES, Estimated Tax for Individuals (PDF) |
References/Related Topics
- Election for Husband and Wife Unincorporated Businesses
- Husband and Wife Business
- IR-2005-143, IRS Extends Transition Relief to Partnerships and Pass-Thru Entities Under New Code Section
- IR-2005-146, IRS Releases Schedule M-3 for Partnerships
- Other Useful Forms for Partnerships
- Publication 541, Partnerships
- Publication 583, Starting a Business and Keeping Records
Corporations
In forming a corporation, prospective shareholders exchange money, property, or both, for the corporation’s capital stock. A corporation generally takes the same deductions as a sole proprietorship to figure its taxable income. A corporation can also take special deductions. For federal income tax purposes, a C corporation is recognized as a separate taxpaying entity. A corporation conducts business, realizes net income or loss, pays taxes and distributes profits to shareholders.
The profit of a corporation is taxed to the corporation when earned, and then is taxed to the shareholders when distributed as dividends. This creates a double tax. The corporation does not get a tax deduction when it distributes dividends to shareholders. Shareholders cannot deduct any loss of the corporation.
If you are a C corporation, use the information in the chart below to help you determine some of the forms you may be required to file.
Corporations that have assets of $10 million or more and file at least 250 returns annually are required to electronically file their Forms 1120 and 1120S for tax years ending on or after December 31st. For more e-file information, see References/Related Topic listed below.
| If you are a C corporation or an S corporation then you may be liable for… | Use Form… |
|---|---|
| Income Tax | 1120, U.S. Corporation Income Tax Return (PDF) |
| Estimated tax | 1120-W, Estimated Tax for Corporations (PDF) and 8109-B, Federal Tax Deposit Coupon (PDF) |
| Employment taxes:
|
941, Employer’s Quarterly Federal Tax Return (PDF) or 943, Employer’s Annual Federal Tax Return for Agricultural Employees (PDF) (for farm employees)940, Employer’s Annual Federal Unemployment (FUTA) Tax return (PDF)
|
| Excise Taxes | Refer to the Excise Tax Web page |
References/Related Topics
S Corporations
S corporations are corporations that elect to pass corporate income, losses, deductions and credit through to their shareholders for federal tax purposes. Shareholders of S corporations report the flow-through of income and losses on their personal tax returns and are assessed tax at their individual income tax rates. This allows S corporations to avoid double taxation on the corporate income. S corporations are responsible for tax on certain built-in gains and passive income.
To qualify for S corporation status, the corporation must meet the following requirements:
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Be a domestic corporation
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Have only allowable shareholders
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including individuals, certain trust, and estates and
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may not include partnerships, corporations or non-resident alien shareholders
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Have no more than 100 shareholders
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Have one class of stock
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Not be an ineligible corporation i.e. certain financial institutions, insurance companies, and domestic international sales corporations.
In order to become an S corporation, the corporation must submit Form 2553 Election by a Small Business Corporation (PDF) signed by all the shareholders.
Filing Requirements:
| If you are an S corporation then you may be liable for… | Use Form… |
|---|---|
| Income Tax | 1120S (PDF) (Instructions for Form 1120S (PDF)) 1120S Sch. K-1 (PDF) ( Instructions for Form 1120S Sch. K-1 (PDF)) |
| Estimated tax | 1120-W (PDF) (corporation only) and 8109 |
Employment taxes:
|
941 (PDF) ( 943 (PDF) for farm employees)940 (PDF) 8109 |
| Excise Taxes | Refer to the Excise Tax web page |
Chart 2 – S Corporation Shareholders
| If you are an S corporation shareholder then you may be liable for… |
Use Form… |
|---|---|
| Income Tax | 1040 and Schedule E (PDF) |
| Estimated tax | 1040-ES (PDF) |
References/Related Topics
- Compensation and Medical Insurance Issues
- Employees, Shareholders and Corporate Officers
- S Corporation Stock and Debt Basis
- Special Rules for Health Insurance Costs of 2-Percent Shareholder-Employees (IRB 2008-2 Notice 2008-1)
- Other Business Structures
Limited Liability Company (LLC)
A Limited Liability Company (LLC) is a business structure allowed by state statute. LLCs are popular because, similar to a corporation, owners have limited personal liability for the debts and actions of the LLC. Other features of LLCs are more like a partnership, providing management flexibility and the benefit of pass-through taxation.
Owners of an LLC are called members. Since most states do not restrict ownership, members may include individuals, corporations, other LLCs and foreign entities. There is no maximum number of members. Most states also permit “single member” LLCs, those having only one owner.
A few types of businesses generally cannot be LLCs, such as banks and insurance companies. Check your state’s requirements and the federal tax regulations for further information. There are special rules for foreign LLCs.
Classifications
The federal government does not recognize an LLC as a classification for federal tax purposes. An LLC business entity must file as a corporation, partnership or sole proprietorship tax return.
An LLC that is not automatically classified as a corporation can file Form 8832 to elect their business entity classification. A business with at least 2 members can choose to be classified as an association taxable as a corporation or a partnership, and a business entity with a single member can choose to be classified as either an association taxable as a corporation or disregarded as an entity separate from its owner, a “disregarded entity.” Form 8832 is also filed to change the LLC’s classification.
Effective Date of Election
The election to be taxed as the new entity will be in effect on the date the LLC enters on line 8 of Form 8832. However, if the LLC does not enter a date, the election will be in effect as of the form’s filing date. The election cannot take place more than 75 days prior to the date that the LLC files Form 8832 and the LLC cannot make the election effective for a date that is more than 12 months after it files Form 8832. However, if the election is the “initial classification election,” and not a request to change the entity classification, there is relief available for a late election (more than 75 days before the filing of the Form 8832).
References/Related Topics
Starting a Business
Most businesses start out small. As a new business owner you need to know your federal tax responsibilities. This page provides links to basic federal tax information for people who are starting a business. It also provides information to assist in making basic business decisions. The list should not be construed as all-inclusive. Other steps may be appropriate for your specific type of business.
What New Business Owners Need to Know About Federal Taxes
Appealing Examination Issues
Before you prepare a request for Appeals, refer to the Appeals homepage to decide if Appeals is the place for you. If you decide you want to present your dispute to Appeals, you will need to prepare a request for Appeals and mail it to the office that sent you the decision letter.
Preparing A Request For Appeals
Small Case Request
You prepare a small case request instead of a written protest if the total amount for any one tax period is $25,000 or less.
- Send a letter requesting Appeals consideration.
- Indicate the changes you do not agree with and the reason you don’t agree.
For specific guidance in preparing a small case request/protest, refer to Form 12203, Request for Appeals Review.
Formal Written Protest
Prepare a formal written protest for all of the following situations:
- If the total amount for any one tax period is greater than $25,000.
- Employee plan and exempt organization cases without regard to the dollar amount at issue.
- Partnership and S corporation cases without regard to the dollar amount at issue.
To prepare a formal written request for Appeals you must:
- Include your name, address, social security number, and daytime telephone number.
- Include a statement that you want to appeal the IRS findings to the Appeals office.
- Include a copy of the letter showing the proposed changes and findings you don’t agree with (or the date and symbols from the letter).
- Indicate the tax periods or years involved.
- List all the changes you do not agree with and why you don’t agree.
- State the facts supporting your position on any issue that you do not agree with.
- Cite the law or authority, if any, on which you are relying.
- Sign the written protest under the penalties of perjury.
You can represent yourself in Appeals, and you may bring another person with you to support your position. If you want to be represented by someone, the person you choose to represent you must be an attorney, a certified public accountant, or an enrolled agent authorized to practice before the IRS. If you plan to have your representative talk to us without you, we need a copy of a completed power of attorney Form 2848, Power of Attorney and Declaration of Representative
Collections
If you decide you want to present your dispute to Appeals, you will need to prepare a request for Appeals and mail it to the office that sent you the decision letter. Make sure you discuss this appeal process with a tax professional.
Types of Collections
Collection Appeals Program (CAP)
Collection Appeals Program (CAP) is generally quick and available for a broad range of collection actions. However, you can’t go to court if you disagree with the Appeals decision.
Collection Due Process (CDP)
Collection Due Process (CDP) is available if you receive one of the following notices: Notice of Federal Tax Lien Filing and Your Right to a Hearing Under IRC 6320 (Lien Notice), a Final Notice – Notice of Intent to Levy and Notice of Your Right to A Hearing, a Notice of Jeopardy Levy and Right of Appeal, a Notice of Levy on Your State Tax Refund – Notice of Your Right to a Hearing (Levy Notices), and a Notice of Levy and Notice of Your Right to a Hearing. If you disagree with the Appeals decision, you may be able to take your case to court.
Offer in Compromise (OIC)
An Offer in Compromise (OIC) is an agreement between the taxpayer and the government that settles a tax liability for payment of less than the full amount owed.
Trust Fund Recovery Penalty (TFRP)
If you are a person responsible for withholding, accounting for, or depositing or paying specified taxes including non-resident alien (NRA) withholding and employment taxes, and willfully fail to do so, you can be held personally liable for a penalty equal to the full amount of the unpaid trust fund tax, plus interest. A responsible person for this purpose can be an owner or officer of a corporation, a partner, a sole proprietor, or an employee of any form of business. A trustee or agent with authority over the funds of the business can also be held responsible for the penalty.
Trust Fund Recovery Penalty (TFRP)
Preparing a request for Appeals.
Small Case Request
If the total amount of the proposed assessment for each tax period is $25,000 or less, you may file a small case request. If more than one tax period is involved and any tax period exceeds the $25,000 threshold, a formal written protest for all periods must be filed.
Send a letter stating that you want to Appeal the proposed assessment(s) to the attention of the IRS officer whose name and address are listed on the letter (Letter 1153) that you received.
- Enclose a copy of the Letter 1153 and include your name, address, social security number, and daytime telephone number.
- Explain why you don’t believe you are responsible for the unpaid taxes and/or the reason you disagree with the amount of the proposed assessment(s).
- Include a clear explanation of your duties and responsibilities during the tax period(s) listed in the letter.
Formal Written Protest
If the total amount of the proposed assessment for any one tax period is greater than $25,000, you must file a formal written protest for all periods.
- Send your formal written protest to the attention of the IRS officer whose name and address are listed on the letter (Letter 1153) that you received.
- Include a statement that you want to appeal the proposed assessment(s).
- Include your name, address, social security number, and daytime telephone number.
- Enclose a copy of the Letter 1153.
- List the tax periods involved.
- Explain why you don’t believe you are responsible for the unpaid taxes or the reason you disagree with the amount of the proposed assessment(s).
- Include a clear explanation of your duties and responsibilities.
- Cite the law or authority, if any, on which you are relying.
- Sign the written protest under the penalties of perjury, by making the following statement: “Under the penalties of perjury, I declare that I examined the facts stated in this protest, including any accompanying documents, and, to the best of my knowledge and belief, they are true, correct, and complete.”
If your representative prepares and signs the protest for you, he or she must substitute a declaration stating:
- He or she submitted the protest and accompanying documents.
- He or she knows personally that the facts stated in the protest and accompanying documents are true and correct.
