You face plenty of challenges as a small business owner. Finding ways to protect yourself against lawsuits is a major one. You may be able to add protection by structuring your business as a corporation or limited liability company (LLC). Both these entities may shield the owners’ or members’ personal assets from the company’s debts and liabilities.
The protection isn’t bulletproof, however. Requirements must be met, and the separation between the owners or LLC members and the business must be clearly established. Evidence to the contrary could spell trouble.
The Corporate Veil
In the face of a legal challenge, if you’re not following proper protocol, a court may decide your business isn’t being operated as a separate entity from the owner(s) — despite the existence of a corporation or LLC. That could lead to a legal decision to “pierce the corporate veil,” a term that means the owners’/members’ personal assets can be used to satisfy business debts and liabilities.
Corporations must meet strict state requirements regarding bylaws, director and shareholder meetings, issuing stock and recording transfers, fulfilling annual state filing requirements, and paying corporate taxes. There are fewer requirements for LLCs, but members would be wise to follow the guidelines for corporations.
The best way to show that your business is operating properly is to document everything. Keep minutes of all major management meetings and record all business activities and decisions. Keep these records with your other formal business documents (including contracts your company is party to) for a minimum of seven years.
Capitalize but Don’t Commingle
It takes money to run a business. There are several ways to capitalize your business: You and the other owners or members might fund it, you might take out a loan, or you might find new partners who are willing to fund you. Regardless of what method you choose, be sure to document all important financial transactions.
Never commingle your personal assets with business assets. Establish separate bank accounts and credit cards for your business, keep property and equipment separate, and file separate income tax returns.