Preferences

Awesome. Thank you for this post. I've recently been stuck on this very topic as I begin to explore both consulting and building commercial products. I'll be following you!

For the short term (contracting) I'm simply working as a Sole Proprietor, but I don't really have much work or significant income yet.


gavinhoward
Good luck!

If I may make one suggestion: even if you want to be a sole proprietor, look into getting an LLC.

If you run into trouble with a client, a properly-done LLC can save your house or other large assets.

With a sole proprietorship, all of your personal stuff can be on the hook too.

It's essentially the same advice as keeping separate devices for work and for personal use.

sarchertech
That’s a common misconception that isn’t correct in practice. LLCs don’t protect you from your own personal negligence. Meaning that in the vast majority of lawsuits a single owner LLC isn’t going to do much. As a software developer you’re unlikely to be sued over anything that can’t be classified as personal negligence or malpractice.

LLCs also generally aren’t useful for protecting you from creditors, because any lender will require you to give a personal guarantee.

If you are really worried about protecting your assets, you can purchase liability insurance.

gavinhoward
I wasn't talking about negligence.

> As a software developer you’re unlikely to be sued over anything that can’t be classified as personal negligence or malpractice.

Unlikely doesn't mean never. And a client's definition of negligence might also be malicious.

sarchertech
It doesn’t matter if a client’s definition is malicious. If they win the lawsuit, an LLC isn’t going to protect you.

It is difficult for a company to successfully show that your LLC was at fault for some large dollar amount of damages, but that you the sole decision maker running that LLC, weren’t at fault through negligence or malpractice.

My point is not that you shouldn’t bother to protect yourself if you are worried about the risk, but that insurance, not an LLC is the best way to do it. By all means start an LLC too if you want.

The common advice of that every tiny business setup an LLC because it will save your house is wrong because it is only applicable to very specific circumstances that don’t apply to most sole proprietors. It’s also dangerous because most people that take this advice take it face value. Then they go online, start an LLC, and believe they are protected from all personal liability related to their business. When in fact they are protected from a very small fraction of likely potential liability.

An LLC can protect your personal assets from enforcement of contractual obligations. Say for example you agree to indemnify your client against patent infringement, and then through no fault of your own some of your code coincidentally happens to violate someone’s patent (and the patent holder finds out and successfully sues or settles with your client).

But don’t sign contracts like that in the first place. And it’s a good idea for contracts to have a clause allowing both parties to terminate the contract and to not make promises in your contract you can’t guarantee.

chatmasta
You don't need to decide whether to file as an S-Corp or LLC or C-Corp until tax time. Don't hesitate to open an LLC if you're worried about getting it wrong. It's worth opening an LLC immediately just so you can get a business bank account. You don't need to worry about the tax implications until you actually file them and have to decide which elections to make.
candiddevmike
That's not true... There is a brief window for switching your LLC to a different tax classification, typically at the beginning of the year. It does not change the previous year.

This item has no comments currently.