Aviation Deal Report Q2 2019

Is It Too Late to Change Your Business Structure?

By Kiely Kuligowski

Your business structure is the cornerstone of your company. It is likely one of the first things you decided on when you created your business and, since then, has guided many of your business decisions.

  • It is possible to change your business structure at any point.
  • A change in structure requires careful consideration, planning and
    consultation from professionals and colleagues.
  • Make sure you are aware of all the ramifications of switching and not switching before finalizing your decision.

Your business structure (LLC, S-Corp, C-Corp, etc.) determines the level of control you have over your company, the taxes you pay and how your business operates day-to-day. When you are in the early stages of launching your business, choosing a business structure can feel like a permanent decision, considering everything it determines. However, just like life, things change. Industries grow and shrink, perhaps you want to minimize your tax liabilities, or you may even want to reduce your exposure to potential liability. It is possible to change your business structure to better suit your changing business needs.

Types of business structures

To change your business structure, you must first know what type of business you are changing to. There are four main business structure options:

  • Sole proprietorship
  • Partnership
  • Limited liability company (LLC)
  • Corporation

Many small companies start as a sole proprietorship, which is the simplest and most common way to start a business, according to the U.S. Small Business Association. A sole proprietorship is an unincorporated business owned and run by one individual who is entitled to all profits and responsible for all business debts, losses, and liabilities.

Another structure is a partnership, which can be as simple or as complex as the business owners make it. You may have an oral “handshake deal” or a written partnership agreement that outlines the basis for the partnership, business expectations, liabilities, etc. A business partnership can have two or more business partners; however, more partners can mean more complications in making business decisions.

A Limited Liability Company (LLC) allows you to take advantage of the benefits of both a corporation and a partnership. LLCs offer greater protection from personal liability in most cases by sheltering your personal assets, such as your vehicle, house, or savings accounts, if your LLC runs into bankruptcy or lawsuits. Profits and losses flow through to your personal income without facing corporate taxes, though, but LLC members are considered self- employed and must pay self-employment taxes.

A corporation is a company or group of people that are authorized to act and legally recognized as a single entity that is separate from its owners. Corporations come in two types: C-Corps and S-Corps. C corporations are subject to double taxation, where the company is taxed before and after the distribution of dividends. S corporations are the most common corporate structure for small businesses largely due to the exemption from double taxation. Corporations also offer the largest degree of protection from personal liability but are costly to form and require extensive record-keeping.

When to change your business structure

“It is 100% possible and [often] a good idea for some business owners to change the business structure,” said Matthew Meehan, CEO of Shield Advisory Group. But be sure that you are doing so for the right reasons.

A common motivation for changing business structure is taxes, whether that’s saving or simplifying tax filing, or to increase your legal protections as a business owner. Many businesses also change their structure when undergoing significant changes, like hiring, or seeking outside investment or financing.

“More often than not, a business will decide to change its structure because the needs of the business are changing and you are beginning to outgrow your existing structure,” said Deborah Sweeney, CEO of MyCorporation and business.com community member. [Are you writing a business plan? You may find business plan software helpful. Check out our reviews and best picks.]

Consider a change when you see clear evidence of opportunities that you cannot capitalize on due to your current structure, said Martin Calvert, marketing director at GreyClaw Marketing. “Changing the structure of a business can be highly effective, but there will be inevitable disruption, so knowing why this change is required is key,” he added.

Another reason for a change in structure, particularly for sole proprietors, is greater business credibility. Many customers will take a business more seriously if it has a strong, flexible legal structure.

If you are questioning if a change is necessary, sit down and review your reasons for wanting the change, how it benefits the company, potential drawbacks to making the change, and what is required of you (and the business) to make it happen.

Consult a professional during this process – most experts agree it is not something that should be done on your own.

“When changing your company structure, you must talk to your tax advisors, because you want to avoid unnecessarily triggering a tax event,” said James Cassel, chairman and co-founder of Cassel Salpeter & Co. “You have to talk to both your tax lawyers and your accountants so you fully understand what the ramifications of the change might be.”

How to change your business structure

The first thing you should do is check with your secretary of state and a tax advisor about regulations regarding businesses to see what steps and paperwork is required. Make sure that that you know what new licenses, insurance or registration the new structure will need, if any. Your tax advisors can guide you through this process.

Then inform all of your employees – if any – what the change will be, how it will be implemented, and what the short- and long-term effects will be.

Charles Floate, founder and CEO of DFY Links, advised that any structural changes be implemented slowly.

“The change should be staggered,” he said. “Otherwise, flipping the business structure upside down in one fell swoop can make things twice as bad.” Floate encouraged making the most important changes first and allowing them to settle before moving on to secondary changes to ensure a smooth transition for everyone. [See related article: How to Change Your Business Structure]

What not to do

There are many things to be aware of when changing your business structure. And because it is your own business, you have a strong personal stake in ensuring that you steer clear of legal and/or financial trouble. As such, do not change your business structure on your own. Consult experts outside of your company, as well as partners and/or employees.

“A structural change to a company should never be done a whim,” said Calvert. “Or due to ego or the personal opinion of one individual, even if that individual is the CEO.”

By consulting numerous individuals both within and outside of your company, added Calvert, you are more likely to understand the implications of inaction and the outcomes you realistically hope to achieve by changing your structure.

Cassel said that the most common mistake he sees with businesses altering their structure is choosing the wrong type of entity for tax purposes.

“You [also] have to be very careful when you are restructuring for tax purposes. Sometimes if you change the entity but later want to change it back, you may encounter limiting factors and even potential penalties,” he said.

Be confident in your change and why you are making it, and have evidence that it will push the company forward.

Here are key business issues that presidential candidates must address

By James S. Cassel

With the 2020 election fast approaching, presidential hopefuls set on wooing business owners need to devise a courtship strategy based on more than platitudes. Given that many entrepreneurs are supportive of various Trump economic policies, and according to some polls, from a financial standpoint, feel he has their “best interests at heart,” candidates must address foundational issues — including taxes, regulation, labor, tariffs, the environment, healthcare, and income inequality — while remembering that this is still a capitalist democracy, not a socialist country.

First, although many business owners cheered President Donald Trump’s tax reform, there remains a sense that middle-market businesses benefited little, while big business and the wealthy were its main beneficiaries.

Candidates should define their plan for equitable taxes and which temporary breaks they would make permanent. It’s also important to remember the economic effect of both tax increases and tax breaks on the deficit, which recently hit a record $22 trillion and is still growing. This also needs to be balanced against social needs.

Regulation is another important issue. Under this administration, deregulation is driven by the requirement to eliminate two regulations for every new one added.

Business owners are generally supportive of deregulation as it can substantially impact their bottom line. Candidates should reassure business owners that under their leadership, government would be responsive, reasonable, and committed to eliminating red tape, while keeping in mind that many regulations are in the public’s best interest and end up saving money in the long term. For example, many states and companies do not want a rollback of auto emission standards due to the negative effects on climate, and ultimately, the economy.

Another key issue involves labor. Trump’s anti-immigration policies worry many business sectors, including agriculture, construction, and restaurant and hospitality, which rely on this labor.

Candidates should adopt level-headed approaches to this sensitive issue, neither avoiding it, nor demonizing immigrants — who are part of the ever- changing tapestry of this country and grow our economy. Without immigration, we would not have the same GDP growth.

Also, burdensome tariffs (ultimately a tax paid by consumers); a current, if fragile, truce in the U.S.-China trade war; and the looming threat of more tariffs, are part of the new reality for entrepreneurs, manufacturers, and farmers. Given how tariffs affect the supply chain, impacting the U.S. and global economies, candidates must develop a clearly articulated policy aimed at defusing tensions with China and other nations, while not ignoring trade problems and the transfer/theft of intellectual property.

Another issue, the environment, is a sore spot for green-minded business owners who decry Trump’s environmental record — including pulling out of the Paris Climate Accord and undermining the Clean Power Plan.

The environment has economic and global repercussions: It impacts insurance rates for businesses, can shut down supply chains, increases food costs, drives mass migration, and is not a matter that can be kicked down the road anymore. With the environment, a stalemate that continues to stagnate results in disaster for generations to come.

A sixth area is healthcare. While the administration has made clear its intention to repeal Obamacare, its proposed solution remains elusive, and we have yet to see what the courts will do. Uncertainty is a death knell for business owners.

Finally, presidential hopefuls should consider that increasing income for lower earners translates into more buying power and a stimulated economy. The current federal minimum wage is $7.25. Despite Trump’s campaign promises, it has not been increased in 10 years, although many companies have raised wages out of necessity to secure employees.

It is not sustainable to have to provide taxpayer-funded assistance in the form of food stamps and other benefits to those who are working 40-hour weeks, but still can’t make ends meet.

Thoughtfully fleshing out issues that matter to business owners will enable presidential hopefuls to stand out and gain support. These are tough issues, but they cannot be ignored by either the administration or candidates. In the political arena, where blustering, posturing, and unbridled contention are the modus operandi, a moderate, cool and balanced voice of reason could be an irresistible magnet around which America rallies.

James S. Cassel is a monthly contributor to Business Monday of the Miami Herald who writes about issues affecting the middle market; the views expressed are his and not necessarily those of the newspaper. Cassel is co- founder and chairman of Cassel Salpeter & Co., an investment-banking firm based in Miami.

Q2 2019: Tech Deal Report