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The SBA sets out the trade-offs plainly. A sole proprietorship is simplest but exposes personal assets. Partnerships range from limited partnerships, where one general partner carries unlimited liability, to limited liability partnerships that protect all partners. An LLC is the common middle ground: liability protection for members, profits passing through without corporate-level tax, but self-employment tax on the members.

Corporations divide into C corporations, S corporations, benefit corporations, close corporations and non-profits. C corporations face tax at the corporate level and again on distributions, the double taxation that drives so much planning; S corporations and LLCs pass income through instead.

The SBA notes that LLCs, corporations, partnerships and non-profits generally need to register with the state, usually filing with the Secretary of State or a business agency, and that the filing typically names the business, its location, its ownership structure and its registered agent.

Beneficial ownership reporting has changed sharply and a lot of advice online is out of date. Under a final rule announced in August 2026, FinCEN states that US companies are exempt from the beneficial ownership information reporting requirements, and tells readers to disregard any guidance on its site indicating that US companies or their beneficial owners must report.

What remains is narrow. Reporting now applies to entities formed under foreign law that have registered to do business in a US state or tribal jurisdiction, and those companies are not required to report beneficial owners who are US persons. If your lawyer or accountant is still preparing domestic filings, that is a conversation worth having, and FinCEN's own page is the authority to check rather than a secondary summary.

Filing with the state creates the entity; it does not say how the owners will run it. That job belongs to an operating agreement for an LLC or bylaws and a shareholders agreement for a corporation, and the clauses that matter are the ones nobody wants to discuss at the start: how an owner exits, how the business is valued when they do, who can block a decision, and what happens on death, divorce or bankruptcy of an owner.

Founders should also settle intellectual property ownership in writing at the beginning. Work created by employees in the scope of employment and work commissioned from contractors are treated differently, and a contractor agreement without an assignment clause can leave the company without rights to its own product.

The two roles overlap at exactly one point and diverge everywhere else. Entity choice is a joint decision, because liability is a legal question and the tax election is an accounting one, and getting one right while ignoring the other produces a structure that works on paper and not in practice.

After that, the accountant handles filings, payroll and books, while the lawyer handles the documents that allocate risk: customer and supplier contracts, leases, employment and contractor agreements, licences of intellectual property, and financing documents. A useful engagement is not one big project. It is a review at formation, a standard contract set the business can reuse, and a relationship where somebody reads the unusual agreement before it is signed rather than after it is disputed.