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Business Formation in North Carolina: Choosing the Right Structure for Success

Marcellino & Tyson
Marcellino & Tyson January 26th, 2024
business formation north carolina


Starting a business in North Carolina is an exciting venture. One of the first and most crucial steps in this journey is choosing the appropriate business structure. The type of business entity you select can have significant legal and financial implications. This guide will explore the various business structures available in North Carolina, such as LLCs, corporations, and partnerships, helping you make an informed decision for your new business.

Understanding Different Business Structures:

  • Sole Proprietorship:
    • The simplest form of business owned and operated by one person.
    • Offers no personal liability protection, meaning personal assets can be at risk.
  • Partnership:
    • Formed automatically when two or more individuals engage in business together.
    • Types include General Partnerships (GP) and Limited Partnerships (LP).
    • GPs offer no liability protection, whereas LPs provide limited liability for some partners.
  • Limited Liability Company (LLC):
    • Combines the liability protection of a corporation with the tax benefits, flexibility of a partnership, and much fewer regulations/requirements when compared to a Corporation (Inc.).
    • Owners, known as members, are not personally liable for the debts of the business.  However, the assets of the business are solely owned by the LLC itself, not its members.
    • An LLC can be taxed one of four ways: (1) S Corporation Election, (2) C Corporation Election, (3) Sole Proprietor (if only one member), and (4) Partnership.  Each are uniquely different and your company’s circumstances should be considered when making an election.  
  • Corporation (Inc.):
    • A more complex structure, suitable for businesses that plan to go public or raise significant investment capital.
    • Offers the strongest personal liability protection but comes with more regulations.
  • Non-Profit Corporation:
    • Ideal for organizations that operate for charitable, educational, or religious purposes.
    • Can apply for tax-exempt status under IRS 501(c)(3).

Factors to Consider When Choosing a Business Structure:

  • Liability Protection: Assess the level of personal liability protection each structure offers.  The risk of liability or liability exposure will depend on the business the company is conducting.
  • Taxation: Understand how different entities are taxed. For example, LLCs can offer pass-through taxation, whereas C Corporations are subject to double taxation. Both have their pros and cons.
  • Record Keeping and Compliance: Consider the complexity of record-keeping and regulatory compliance required by each structure.
  • Ownership and Management: Decide who will own and/or manage the business and how this impacts your choice.  For example, Members of an LLC are not by default a Manager of the LLC, but can be if elected.  Further, a Manager of an LLC does not have to be a Member.
  • Future Needs: Think about your long-term goals, including fundraising, expansion, and potential exit strategies.

Legal Implications and Support:

Choosing the right business structure is crucial, and legal considerations play a significant part in this decision. Seeking advice from legal professionals experienced in North Carolina business law can provide valuable insights and help you navigate the formation process effectively.  It is also always advisable to speak with your CPA about tax implications and, if possible, for the attorney and your CPA to work together to make certain the structure is reduced to writing correctly. 


  • Can I change my business structure later?
    • Yes, but it’s important to understand the legal and tax implications of doing so.
  • Do I need an attorney to form a business in North Carolina?
    • While not required, consulting an attorney can ensure that your business complies with all legal requirements.


Selecting the right business structure is a fundamental step in your entrepreneurial journey in North Carolina. Each structure offers different benefits and challenges, so it’s essential to choose the one that aligns with your business goals, needs, and vision. At Marcellino & Tyson Law Firm, we help entrepreneurs like you make informed decisions about business formation. Contact us to explore your options and set your business on the path to success.