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Corporate Law

Should you incorporate, or operate as a sole proprietor or partnership?

The main options are a sole proprietorship, a partnership, or a corporation (in the US, also an LLC). The decision turns mostly on liability protection, tax treatment, and how you plan to raise money or bring in partners. Incorporating separates your personal assets from the business; a sole proprietorship does not.

What to do next

  1. Decide how much liability protection you need

    A corporation (or US LLC) is a separate legal person, so business debts and claims generally stay with the company. A sole proprietor is personally on the hook. If your business carries real risk — employees, premises, contracts, borrowing — that usually points to incorporating.

  2. Look at the tax consequences

    Tax treatment differs significantly by structure and by country, and can change what you actually take home. A lawyer working with an accountant can model the difference before you commit.

  3. Think about the next five years

    Bringing in co-founders, investors, or selling later is far simpler with a corporation and a proper shareholder agreement. Restructuring after the fact is possible but costs more than setting it up correctly.

Frequently asked questions

Does incorporating protect me personally?

Largely, yes — a corporation is a separate legal entity, so business liabilities generally stay with it. But directors can still be personally liable in specific situations, and lenders often ask for a personal guarantee that puts your assets back at risk.

Is an LLC available everywhere?

No. LLCs are a US structure. Canadian businesses typically incorporate federally or provincially instead; the closest planning tools are corporations and partnerships.

Can I change structure later?

Yes, businesses reorganize regularly, but it involves legal and tax steps and cost. It's cheaper to choose deliberately at the start.

Do I need a lawyer to incorporate?

You can file basic incorporation yourself, but the documents that actually protect you — shareholder agreements, share structure, director duties — are where legal advice pays for itself.

This is general information, not legal advice. Laws vary by location and every situation is different — speak with a qualified lawyer about your specific circumstances.

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