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Incorporation vs. sole proprietorship: how should you structure your business?

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  • Incorporation vs. sole proprietorship: how should you structure your business?

There are many forms of business organization open to you, but two of the most common are the sole proprietorship and the incorporated business. 

Both can apply to small business; and choosing the one that is best for you depends on your personal situation and the growth-stage of your business. 

Sole proprietorship

In a sole proprietorship, the business and the owner are considered one entity. The owner is fully responsible for all debts and obligations related to the business; that means that creditors can make a claim against the business owner’s personal assets, as well as the business assets, to settle any debts.


  • Easy to register
  • Less red-tape
  • Business owner has full control
  • Cheaper to start business
  • May be tax advantages
  • Business owner gets all profits directly


  • Business owner assumes full liability
  • May be tax disadvantages (if business is successful you may go up a tax bracket)
  • Uncertainty when business owner is unavailable
  • If you need start-up money it can be difficult to raise; same when you need financing to grow the business 

When a business is incorporated, it becomes a separate entity to the owner; this means the owner is not personally liable for any debts.


  • No personal liability for business owner
  • May be tax advantages (if qualify for small business tax rate)
  • Added credibility – easier to raise start-up funds
  • Can transfer ownership of business


  • More red-tape
  • Can be expensive to incorporate
  • Greater paper-burden 

Issues to consider: 

  • Simplicity: sole proprietorship is a simpler business model.
  • Tax: there could be tax benefits to incorporating your business.
  • Cost: it usually costs more to incorporate and keep separate books.
  • Liability: there can be greater liability exposure to the owner of a sole proprietorship.

Not sure? Ask someone!

While there is no single answer to what is right for you and your business, you should be aware of the issues. While you can incorporate without the help of a professional, it is usually not advisable. Having a lawyer and/or accountant go over what will work best in your situation will place your business on a better foundation.