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Business Structure for Restaurant: Choosing the Right Setup

5 Jan 2024

Opening a restaurant is a thrilling, flavour-filled journey for restaurant owners, but before you fire up those stoves, there are some important decisions to simmer over.

Picture this: You're dreaming up your menu, scouting locations, assembling your dream team... and then, bam! The sneaky, often forgotten question pops up: What kind of business should my restaurant be? Sure, it's not the flashiest part of the culinary adventure, but trust us, it's a biggie. That's where the world of business entities steps in.

From funding conundrums to choosing the perfect spot and assembling your A-team, there's a lot on your plate. But hold tight because we're about to explore the ins and outs of different restaurant business structures, starting with the mighty LLC (Limited Liability Company).

But here's the deal: it can get a tad tangled in the legal seasoning, so before you get whisking, it's smart to consult with the financial gurus. Ready to uncover why the LLC might just be the secret sauce for your restaurant dream? Let's dig in!

Sole proprietorship

A sole proprietorship, often abbreviated as a "sole prop," stands as an optimal choice for individuals eager to swiftly initiate business operations. This specific business structure belongs exclusively to a singular individual (a sole owner) and operates as an unincorporated entity.

The inherent simplicity of a sole proprietorship facilitates a rapid commencement of business activities. However, prospective sole proprietors typically encounter preliminary requirements before launching, such as acquiring a DBA (Doing Business As) designation and securing essential licences and permits. These could encompass regulatory necessities like food safety training or obtaining a cottage food operator licence.

Notwithstanding its expediency, a notable drawback of the standard sole proprietorship model is the absence of personal liability protection. Consequently, the individual proprietor assumes full responsibility for business liabilities, potentially exposing personal assets to risk. It's due to this vulnerability that many individuals operating as sole proprietors opt to transition towards a Limited Liability Company (LLC) to safeguard their personal assets.

Partnership agreement

A partnership embodies a business structure where two or more individuals jointly own and manage the business. Within this framework, various partnership structures delineate the allocation of responsibilities and liabilities among partners. Let's delve into a couple of these structures below.

  • General Partnership (GP): This configuration stands as the most straightforward form of partnership and doesn't operate as an incorporated business entity. Initiating a GP necessitates clear agreement among partners regarding their respective roles, ownership shares, and responsibilities. It's prudent to formalise these arrangements in a written document to preemptively address potential conflicts. While GPs typically consist of individuals, they may also encompass other entities like partnerships, LLCs, or corporations.
  • Limited Liability Partnership (LLP): Functionally akin to the Limited Liability Company (LLC) elucidated later in this article, an LLP extends limited liability protection to partners, primarily shielding against the actions of other partners. LLP requisites vary by state and generally provide a level of liability protection that falls short of what an LLC offers.

Limited Liability Company (LLC)

The Limited Liability Company (LLC) stands as a favoured choice across diverse business domains owing to the inherent limited personal liability it affords to owners. Within an LLC, the proprietors are denoted as "members," a category encompassing individuals, corporations, or even other LLCs. LLC formation occurs at the state level, thereby engendering regulatory variations.

Members within an LLC possess the prerogative to employ a meticulously crafted Operating Agreement. This pivotal document delineates prevailing and prospective roles, responsibilities, and the managerial framework of the LLC. This preemptive measure proves invaluable should discord emerge among members.

The allure of an LLC lies in its capacity to serve as an optimal choice for entrepreneurs in the food, beverage, and hospitality industry, fostering growth while safeguarding their personal assets from potential liabilities.

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S Corporation

S corporations, often referred to as "S-corps," denote corporations owned by a maximum of 100 shareholders who are mandated to be US citizens or residents and cannot themselves be corporations or partnerships. Compliance for S-corps demands adherence to a structured framework involving periodic filings and the fulfilment of various associated fees. 

Additionally, S corporations necessitate the presence of a board of directors, conducting regular board meetings, and meticulously maintaining records of these proceedings.

When considering the categorization of a restaurant operating as an S corp, it often aligns with establishments inclined toward growth and stringent control.

S-corps possess the capability to raise capital by selling shares of stock to external investors, a facet particularly appealing to restaurants seeking expansion opportunities. Notably, S corporations hold an advantage in transitioning into C corporations in comparison to the complexity involved when transitioning from an LLC.

C corporation

C corporations, often denoted as "C-corps," represent corporate entities capable of accommodating an unlimited number of shareholders, a feature commonly observed in nearly all publicly-traded companies. This particular legal structure is designed to facilitate a broad base of shareholders.

Diverging from the aforementioned options, C corporations encounter a phenomenon known as "double taxation." Initially, the corporation undergoes taxation, followed by subsequent taxation of shareholders based on any received income, dividends, or distributions.

So, what category of business would a restaurant fall into if it chooses to adopt the structure of a C corporation? Typically, this structure is favoured by businesses harbouring aspirations of transitioning into a publicly traded company someday. However, it's crucial to note that C corporations aren't a prevalent choice within the vast majority of restaurants.

Choosing the right business structure for your restaurant business

Selecting the appropriate business structure lays the foundation for the success and growth of your restaurant venture. Each structure comes with its own set of benefits and considerations. Here are some key tips to navigate and choose the most suitable business structure for your restaurant:

  • Understand your needs: Evaluate your business goals, size, industry, and growth plans. Each structure—sole proprietorship, partnership, LLC, S corp, and C corp—offers distinct advantages and disadvantages, aligning differently with varying business aspirations.
  •  Liability considerations: Consider the level of personal liability protection you require. Structures like LLCs and corporations offer limited liability protection, shielding personal assets from business debts and liabilities, whereas sole proprietorships and partnerships do not provide this safeguard.
  • Tax implications: Delve into the tax implications associated with each structure. Some, like S corporations and LLCs, offer pass-through taxation, while C corporations face double taxation. Assess which structure aligns best with your financial objectives and potential tax benefits.
  • Complexity vs. flexibility: Consider the administrative complexity of each structure. Sole proprietorships and partnerships are simpler to establish but offer less formal structure, whereas corporations involve more paperwork and compliance but offer greater operational structure and scalability.
  • Future growth plans: Contemplate your long-term growth strategy in your restaurant business plan. If you foresee seeking external investments, going public, or expanding extensively, structures like S corporations or C corporations might be more suitable due to their ability to raise capital and attract investors.
  • Seek professional advice: Consult with legal, financial, or tax professionals before finalising your decision. An expert's guidance can provide invaluable insights tailored to your specific business needs and help navigate the legal and financial intricacies of each structure.
  • Flexibility to change: Keep in mind that you're not locked into a single structure forever. As your business evolves, you can reevaluate and transition to a different business structure that better aligns with your current requirements and growth trajectory.

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Funding considerations for different structures

Choosing the right business structure for your restaurant isn't just about legalities and operational frameworks; it significantly impacts your funding options. Different structures offer varying avenues for acquiring capital, and understanding these can influence your decision-making process.

  • Sole proprietorship and partnerships: These structures often rely on personal savings, traditional bank loans, or investments from friends and family due to the more straightforward nature of ownership. While funding might be more accessible, it could be limited in scale.
  • LLCs: LLCs often enjoy more diverse funding options due to their flexibility and ability to attract investors. Beyond conventional loans, they can seek financing from angel investors and venture capital firms or explore alternative restaurant financing options like Epos Now Capital's cash advances.
  • S Corporation: Similar to LLCs, S corporations can access various funding sources. However, due to the strict shareholder criteria, funding avenues might be limited. Epos Now Capital's cash advance solution could suit S corps looking for flexible finance options without fixed monthly payments.
  • C Corporation: While less common in the restaurant industry, C corporations might seek capital from venture capitalists or initial public offerings (IPOs) due to their ability to have an unlimited number of shareholders. However, the process is more complex. Epos Now Capital's cash advance could provide immediate financing without the constraints of fixed monthly payments.

Epos Now capital: a funding solution for small businesses

Epos Now Capital offers flexible finance solutions designed for small businesses, including restaurants. Their cash advance program allows businesses to access up to £1,000,000 in funding without the burden of fixed monthly payments. This flexibility enables restaurant owners to manage cash flow while investing in growth opportunities, such as expansion, renovations, or equipment upgrades, without stringent repayment schedules.

Epos Now Capital's cash advance empowers restaurant owners with the financial flexibility necessary to navigate fluctuating business cycles and seize growth opportunities without compromising day-to-day operations.

Restaurant POS system: streamlining operations across structures

Selecting an effective restaurant POS system is crucial regardless of the chosen business structure for your restaurant. A well-aligned POS solution enhances operational efficiency, irrespective of whether you opt for a sole proprietorship, partnership, LLC, S corp, or C corp. Here's how:

  • Tailored functionality across structures: A POS system remains instrumental in managing orders, inventory, and customer experiences for all business structures. Whether you're a solo entrepreneur or part of a corporation, the right POS system ensures seamless operations.
  • Adaptability and integration: Regardless of the business structure, a versatile POS system like Epos Now, integrates effortlessly with various tools and software. This compatibility simplifies tasks, from managing inventory, staff, or finances in an LLC to handling transactions in a partnership setup.
  • Scalability for growth: As your restaurant expands, scalability becomes paramount. A scalable POS system accommodates growth strategies, supporting a sole proprietorship branching out or a corporation aiming for regional expansion.
  • Analytics and reporting: For all structures, access to detailed analytics and reporting remains critical. Insights provided by a POS system like Epos Now aid decision-making, whether you're running a small partnership or a large-scale corporation.

Structuring success in your restaurant venture

Selecting the right business structure for your restaurant is a fundamental decision that shapes your journey to success. Whether you opt for simplicity with a sole proprietorship or seek growth avenues with an LLC or corporation, aligning your choice with your restaurant's goals is crucial. Funding considerations and a well-suited POS system, like Epos Now, further bolster operational efficiency. Stay adaptable; as your restaurant evolves, be open to reevaluating and potentially transitioning to a structure that better suits your evolving needs. Your chosen structure serves as the cornerstone of your restaurant's success— choose the right business structure wisely and let it pave the way for your culinary aspirations.
Liked this blog? Check out our additional restaurant resources including our restaurant concepts guide and our restaurant ROI guide!

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