Choosing the Right Business Entity A Comprehensive Analysis Essay

GSU Choosing the Right Business Entity A Comprehensive Analysis Essay

OVERVIEW

One of the most common ways in which business managers are involved with business law is in relation to contracts. Organizations of any size will most likely need to create, negotiate, review, approve, adhere to, and resolve conflicts associated with contracts. A business determines its legal standing by determining what type of legal entity it should be. The type of legal entity can significantly impact:

• How lawsuits can be brought.
• How the organization enters into contracts.
• How the income from the organization’s contracts is taxed.
• How liability for breach of contract is assigned.
• How the business is sold. 

PREPARATION

For this assignment, assume that you work as a manager in a relatively small, privately owned U.S. business. The company president (who is also the owner) inherited the company from his mother and has never started a business. He is considering creating a spin-off business (possibly with one or two associates) but is unsure about what form of business entity would be best to use for the new business. It is expected that contracts will play a major role in the success of the business, as it utilizes numerous suppliers and distributors. The president knows you took a university-level business law class and has asked you to write a briefing analyzing the four most common business entities in the context of contracts to help him decide which type of organization to choose for the new operation.

Research each of the following forms of business entities:

• Sole proprietorship.
• General partnership.
• Corporation.
• Limited liability company (LLC). 

INSTRUCTIONS

Write an executive briefing of potential factors and issues associated with four types of business entities in the context of U.S. contract law. Analyze the following for each type of business entity.

Step 1: Explain the creation, negotiation, and approval of contracts for the most common types of business entities.

• Analyze the pros and cons of each entity in this context.
• For each type of business form, indicate who or what in the legal structure of the business has the authority to perform these functions: create, negotiate, and approve contracts.
• Explain the advantages and disadvantages inherent in each of the four business forms with regard to contract creation, negotiation, and approval of contracts.

Step 2: Explain contract liability for the most common types of business entities.

• Analyze the pros and cons of each entity in this context.
• For each of the four business types, who or what has liability associated with the contract? If the business breaches a contract and is found liable for damages, who in the business might bear personal liability, and what are the consequences for that individual? What liability might the business itself bear, if any?
• Explain the advantages and disadvantages inherent in each of the four business forms with regard to contract liability.

Step 3: Explain how the income of each type of business entity is taxed, specifying whether the entity, the owner, or both, are taxed.

• Analyze the advantages and disadvantages of each entity in this context.
• What are the income tax implications for each type of business? How is the income of the business and its owners taxed?
• Analyze the advantages and disadvantages inherent in each of the four business forms with regard to taxation of income.

Step 4: Explain the effects of the type of business entity on the ability to contract for the sale of the business.

• Can the business be sold, in whole and/or in part?
• How is ownership of the business transferred in terms of what is sold?
• Explain the advantages and disadvantages inherent in each of the four business forms with regard to selling the business.