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Electron Times

What is the difference between a sole proprietorship and a corporation?

1. Legal Status and Formation

Sole Proprietorship

  • An unincorporated business owned and operated by one individual
  • Not a separate legal entity from the owner
  • Requires minimal setup, often without formal registration
  • Operates under the owner’s name or a trade name

Corporation

  • A separate legal entity incorporated under corporate law
  • Legally distinct from its owners (shareholders)
  • Requires formal registration and incorporation with the government
  • Has perpetual existence regardless of changes in ownership

2. Ownership and Control

Sole Proprietorship

  • Owned and controlled by a single person
  • The owner makes all decisions independently
  • Ownership is not transferable without dissolving the business

Corporation

  • Owned by shareholders, who may be individuals or other entities
  • Managed by a board of directors and officers (CEO, CFO, etc.)
  • Ownership is divided into shares, which can be sold or transferred
  • Shareholders have indirect control through voting rights

3. Liability

Sole Proprietorship

  • The owner has unlimited personal liability
  • Personal assets can be used to satisfy business debts or legal claims
  • There is no legal protection between the business and the individual

Corporation

  • Offers limited liability protection to its shareholders
  • Owners are generally liable only up to their investment in shares
  • Personal assets are protected from business obligations and lawsuits

4. Taxation

Sole Proprietorship

  • Profits are taxed as personal income of the owner
  • The business does not pay taxes separately
  • Owner reports income on an individual tax return

Corporation

  • A corporation is taxed separately on its profits (corporate tax)
  • Shareholders may also pay tax on dividends, leading to potential double taxation
  • Some jurisdictions allow pass-through taxation for small corporations (e.g., S corporations in the U.S.)

5. Compliance and Recordkeeping

Sole Proprietorship

  • Fewer regulatory requirements
  • No mandatory audits, board meetings, or formal records unless specified by turnover
  • Simple and low-cost to maintain

Corporation

  • Subject to strict legal and regulatory compliance
  • Must maintain statutory registers, conduct board meetings, file annual returns and financial statements

Requires the services of legal and accounting professionals

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