I’m opening an online clothing boutique and am the sole owner, which is a better option for me to incorporate, LLC, etc?

UPDATED: Mar 31, 2013

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I’m opening an online clothing boutique and am the sole owner, which is a better option for me to incorporate, LLC, etc?

Also, does the clothing logo

Asked on March 31, 2013 under Business Law, Florida


SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 9 years ago | Contributor

An LLC is probably the best option. Either an LLC or a corporation is better in almost all ways that a sole proprietorship. The one downside to an LLC or a corporation is that it costs a little bit more--both to set up and in terms of minimum taxes--but that difference is only a few hundred dollars (usually $500 or less) the first year and, for the typical business, less after that. The advantage is that an LLC or corporation will protect your personal assets from the vast majority of business debts or liability, whether that is from your breaching a contract, not paying for the company's internet, phone, fed ex charges, etc., from someone claiming your business infringed their trademark or copyright, or that they were somehow injured by your product, etc. It also works the other way, and protects your business from a lot of personal liability, such as if you are personally sued. In addition, most accountants will tell you it's easier and cleaner to take business deductions when the business is a separate entity. To pay a little more to set up the business and have a minimum (a very small, in the states with which I am familiar) corporate or business tax obligation is a small price to pay for the liability protection and the ability to better take business deductions.

Whichever one you do, set it up as a "pass through" entity--that way, there is no corporate double taxation.

Between an LLC and a corporation, and LLC is more flexible and has fewer reporting requirements than a corporation. It's better for a small business, unless you are already anticipating selling interests in your business to investors, in which case a corporation is probably better.

You question about the logo was cut off.

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