Company registration help. LLC? Corporation?

**Triage** · 03-08-2007 09:42 PM

Hey there guys,

I just recently came across these forums and I absolutely love the idea and the community. Everyone seems so helpful and I am hoping some of you can help me with my business venture.

To spare you the details I am interested in starting up a scrub company but I am a bit confused upon how to register my company. I am located in Oregon and I am not sure if I need to form a corporation, an LLC, or just to register a business name with the state. Any ideas for a small clothing company?

I did a quick search on the forums and I was unable to find my answer I was looking for. Thanks for the help in advance.

**akula** · 03-08-2007 10:43 PM

Sure.....good question.

You have to make a choice between S-corp vs LLC vs C-corp vs Sole Trader vs Partnership as your preffered operating structure

Each one of these options has advantages and disadvantages

As a rule of thumb:

a) You should not use sole trader or partnership and;
b) if having to choose between S-corp, LLC or C-corp - you should use LLC because it will achive for you all the advantages you're looking for (i.e. limited liability, perpertuity, flexible dividend distribution) without the disadvantages (disclosure and other statutory burdens)

To register an LLC you need to file articles of incorporation with the Oregon Secretary of State at http://www.filinginoregon.com/forms/business.htm

**Triage** · 03-08-2007 11:50 PM

Awesome! Looks like I have some more research to do. Thats what I love about starting and running my own businesses, there is so much to learn. Thanks for the reply and Im sure Ill have further questions as I look into these options further.

Thanks again.

**akula** · 03-09-2007 12:28 AM

hehe

10 points for enthusiasm

what sort of opportunities are you exploring?

**paul2145r** · 03-09-2007 08:31 AM

Let me know if you ever have questions that you can't find an answer for- I'd be happy to provide you with some tips and free guidance!

**Triage** · 03-09-2007 09:43 AM

Originally Posted by Akula

what sort of opportunities are you exploring?

To be honest, I am not quite ready to discuss that at the moment. All that I can say is I am a nursing student and I believe I have found a good lil niche to start my business. Hope you understand

I'll be posting more soon.

Originally Posted by paul2145r

Let me know if you ever have questions that you can't find an answer for- I'd be happy to provide you with some tips and free guidance!

Basically, my business is a small clothing company and and my understanding of an LLC is that my name must include the LLC within it. None of my main competors, even the little guys have their business names with an LLC at the end. Perhaps I dont completely understand but it makes me wonder if they know/doing something different than I am.

Can I simply just register a business name? Or should I truly form a corporation? Can anyone clear up my confusion? Thanks again.

Reference
http://www.score.org/leg_6

**Triage** · 03-11-2007 06:14 PM

Bring Up My Post

**jasaunders** · 03-11-2007 07:02 PM

LLC laws vary by state, read your states statutes on limited liability companies. In most if not all states, LLC must be in the name, but that doesn't mean you need to include it in promotional materials. You may also be able to register a DBA (doing business as) name in your state. Before forming an LLC, I would strongly advise speaking with an accountant and/or attorney about it first, LLC's aren't always the best option and are often more expensive than forming S-Corps. S-Corps and LLCs are very similiar in liability and tax benefits (taxes passing through), so I would get professional advice on your specific situation rather than listening to people on this forum.

**Triage** · 03-12-2007 09:59 AM

Originally Posted by jasaunders

I would get professional advice on your specific situation rather than listening to people on this forum.

Thanks for your honest opinion. Got a meeting lined up.

**chanson** · 03-14-2007 05:29 PM

I would agree with jasaunders on this one. What are your 1yr 3yr and 5yr business plans? What is the forecasted income for your first year?

Incorporation is expensive for a new company and not worth it honestly if you arent going to make much money. LLC is good yes if you benefit from it, you protect yourself witht he corporate veil in legal situations, at which point you need to consider what sort of things you could run into asw a small clothing company? be sure to watch copyrights and things of that sort and you should be ok for now. Tax benefits? yes thier is if you make alot of money, if your only pulling in a small amount of profits then its not worth it, as matter of fact it may be worse, im not sure about oregon but i nkow alot of places have a corporate flat tax you have to pay so it may be worse. Also take into consideration the cost of incorporating.

I would suggest seeing a LAWYER or ACCOUNTANT to review your business plana nd see whats the best choice. At first it may be just register as s prop and in one years time move to inc.

Just my opinion though!!