The choice of a legal structure for buying a business depends on various factors, including your business goals, tax considerations, liability concerns, and the nature of the business you’re acquiring.
Here are some common legal structures you might consider:
1) Sole Proprietorship: If you plan to operate a business by yourself and want a simple structure, a sole proprietorship may be suitable. However, keep in mind that you will be personally liable for the business’s debts and obligations. An advantage is that you may write off losses from your business against your personal income tax, so a sole proprietorship may be a good choice when you expect there to be operating losses.
2) Partnership: If you are buying a business with one or more partners, a general partnership might be a suitable option. A partnership does not require a formal agreement, and can be presumed when two or more persons are embarking on a business venture together, however, having a written partnership agreement is advisable, as both parties can set out clear expectations. Partnerships offer shared ownership and management responsibilities and are similar to a sole proprietorship, however, a drawback is that the partners are typically personally liable for the partnership’s debts.
3) Corporation: Setting up a corporation can provide limited liability protection for the owners (shareholders) and may offer potential tax advantages. They are more expensive to set up and maintain than either a sole proprietorship or a partnership. Corporations are a common choice for larger businesses. In BC, you can incorporate under the Business Corporations Act (BCA), or you may choose to incorporate as a federal corporation under the Canada Business Corporations Act (CBCA).
4) Cooperative: If you plan to involve the employees or customers in the ownership and decision-making, you might consider a cooperative structure. Cooperative structures distribute both the risk and the reward among its members.
The choice between the various available structures should be made with the assistance of legal and accounting professionals who can assess your specific situation. There are other potential limited liability options for structures to consider based on the unique circumstances of each business.
Consider factors such as liability protection, tax implications, the number of owners, and your long-term business goals. Ensuring to consult with professionals when considering how to structure your business can help reduce potential issues down the road, as each business is different and your unique circumstances should be taken into account when deciding on a business structure.