Incorporating is the step you take where everything begins to feel real—where you see the metamorphosis from idea to company take shape.
When to incorporate
When you're ready to get serious about your startup idea, it's time to set up the legal entity of your new company. If plan to take financing to fund the buildout of your business, make sure to incorporate before paying franchise fees.
Now that you’re serious about franchising, it’s time to set up the legal entity of your new company. If you intend on franchising multiple locations, you’ll want to consider establishing a holding company and store-level entities. If you’re starting this new venture by beginning with committing to just one location to start, beginning with a single entity works as well.
There’s various entity structures to consider. If you feel your approach is a more complicated structure (syndications), contact an attorney.
Types of incorporation
There are many types of incorporation, but if you plan on raising venture funding, you should incorporate as a Delaware C-Corp. Other types of incorporation include:
LLC (Limited Liability Corporation): Primarily for sole-proprietorships or partnerships that will not take venture money.
Advantages: Limited liability for owners, flexible management structure, pass-through taxation.
Disadvantages: Can be more expensive to set up than sole proprietorship or partnership, varying regulations by state.
S-Corp: Significantly more complicated than LLCs but aren't subject to self-employment taxes. Not recommended for venture-backed startups
Advantages: Limited liability, pass-through taxation, can have up to 100 shareholders.
Disadvantages: Restrictions on the number and type of shareholders, more regulatory requirements than an LLC.
C-Corp: Taxable entity that allows multiple types of stock and is a requirement for an IPO
Advantages: Limited liability for shareholders, easier to raise capital, perpetual existence.
Disadvantages: Double taxation (corporate profits and shareholder dividends), more regulatory requirements and formalities, higher setup costs.