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Writer's pictureJeff Hulett

Foundation for Success: Choosing the Proper Governance Structure for Your Startup

Updated: Nov 11

Foundation for Success: Choosing the Proper Governance Structure for Your Startup

At Personal Finance Reimagined (PFR), our mission is to empower individuals and businesses to achieve a lifetime of financial health by using a consistent, repeatable decision-making process. We provide books, videos, technology, seminars, and training to help people make confident financial choices for lasting financial health and success.


This article is part of our Start-up Services, designed to guide new entrepreneurs through critical early decisions for laying the sustainable business growth foundation. One of the most important decisions a new business faces is selecting the proper organizational governance structure. Attitudes toward organizational governance can be polarized, with some viewing for-profits as solely profit-driven and nonprofits as entirely altruistic. In reality, the truth is more nuanced and dynamic—each model has its complexities and can sometimes defy these common perceptions. For example, nonprofits generate profits and may pay their leaders competitively with corporate executives. Also, for-profits may have a society-benefiting mission. This guide will help you understand the organizational structure nuances and set your venture on the path to success.


About the author: Jeff Hulett leads Personal Finance Reimagined, a decision-making and financial education platform. He teaches personal finance at James Madison University and provides personal finance seminars. Check out his book -- Making Choices, Making Money: Your Guide to Making Confident Financial Decisions.


Jeff is a career banker, data scientist, behavioral economist, and choice architect. Jeff has held banking and consulting leadership roles at Wells Fargo, Citibank, KPMG, and IBM.


Creating Stakeholder Value: Aligning Timing and Purpose


At its most basic, a business exists to create value for its stakeholders, which include owners, employees, customers, and the broader community the company serves. For a business to succeed, all these stakeholders need to perceive and receive value. When all four stakeholder groups feel they are achieving value, the business is on the path to success. One of the greatest challenges, however, lies in the timing of value realization for each group.


For-profit: For instance, in a retail coffee business, the customer pays for and receives the coffee or related product. With this operating revenue, the coffee business compensates its employees and owners. This timing alignment suits a for-profit organizational structure.


Nonprofit: Consider a social service organization helping people facing hardship. Here, owners and employees provide a social service to the customer who receives value today, yet the customer may be unable to pay immediately, if at all. In such cases, nonprofits are better equipped to bridge the timing gap through donations and grants, allowing them to sustain services without relying on immediate payment from the beneficiaries. The donor and beneficiary are now combined in the customer role. The donor receives value - the feel-good knowledge they helped and the beneficiary receives the help.


Next, we discuss factors to consider for anticipating a suitable organizational framework.


Essential Tradeoffs to Consider When Deciding Organizational Governance


The essential trade-offs between a for-profit structure (such as an LLC) and a nonprofit structure (such as a 501(c)(3)) center around the following key areas:


1. Mission and Purpose

Nonprofit (501(c)(3)):  Primarily mission-driven with a focus on serving a public benefit. Profit-making is allowed, but it must directly support the organization’s mission rather than enrich owners or shareholders.

For-Profit (LLC):  Purpose includes profitability, though social or mission-driven objectives can be incorporated. While profitability is necessary to pay the business inputs - like employees, suppliers, and capital providers, the mission may include broader objectives.


2. Ownership and Control

Nonprofit:  There are no owners or shareholders. Instead, it is governed by a board of directors and operates for public benefit. Any surplus revenue is reinvested into the mission.

For-Profit:  Owners or shareholders have control, and profits are distributed to them. They have more flexibility in decision-making but are accountable to investors seeking a return.


3. Skin In The Game

Nonprofit:  Since there are no owners, it is assumed all agents (board members, employees, and volunteers) are working solely on behalf of the greater good, with personal financial interests separated from organizational success. The primary motivation is typically mission alignment and public benefit.

For-Profit:  There is more flexibility in engaging the complex self-interests of both employees and capital owners by providing dual incentives. For example, employees or other equity owners can benefit from capital appreciation if the organization performs well, as well as from the satisfaction of contributing to a community mission. This alignment of financial and mission-based rewards can foster strong commitment and investment from stakeholders.


4. Tax Considerations

Nonprofit:  Eligible for federal tax exemption under section 501(c)(3), potentially exempting income from federal and state taxes. Donations may be tax-deductible for donors, providing a funding advantage.

For-Profit:  Pays taxes on profits, but can deduct certain expenses. For-profits may attract investors through potential profit distribution, but donations to them are not tax-deductible.


5. Fundraising and Capital

Nonprofit:  Fundraising is often subject to the whims of the giving environment, which can fluctuate based on economic conditions, donor priorities, and shifts in public interest. While nonprofits can receive grants, donations, and government funding—and benefit from tax-deductible contributions—this reliance on external giving can make revenue less predictable. Additionally, funds raised may come with restrictions, limiting how they can be used to support the mission.

For-Profit:  Can raise capital from private investors and venture capital, benefiting from more flexible and scalable funding options. However, it lacks access to tax-deductible donations or nonprofit grants. Also, capital - called 'retained earnings' - is also generated from operations. A profitable enterprise is self-supporting.


6. Regulation and Reporting Requirements

Nonprofit:  Subject to stringent reporting and public disclosure requirements to maintain tax-exempt status, including Form 990 filings and adherence to state laws governing charitable organizations.

For-Profit:  Has fewer reporting requirements, with flexibility in financial transparency depending on the type of for-profit entity (e.g., public vs. private companies).


7. Revenue Generation and Profit Distribution

Nonprofit:  Revenue must be generated in line with the mission, and profits cannot be distributed to individuals. Profits are reinvested back into the organization to further the mission.

For-Profit:  Has more freedom to pursue diverse revenue streams and distribute profits to shareholders or reinvest into the business.


8. Longevity and Succession Planning

Nonprofit:  Typically has indefinite continuity, as it exists independently of founders or board members. Succession planning involves appointing new board members rather than transferring ownership.

For-Profit:  Ownership can be transferred or sold, allowing flexibility in succession planning. For-profits may have a clear exit strategy, such as acquisition or going public.


9. Public Perception and Credibility

Nonprofit:  May have enhanced credibility due to its mission-driven focus, which can foster public trust and attract volunteers and donations. However, it can face higher scrutiny to ensure alignment with its mission.

For-Profit:  May face greater public skepticism, especially if perceived as prioritizing profit over impact. However, for-profit social enterprises are becoming more accepted as credible mission-driven organizations.

Key Question: Self-Support or Donor-Driven?


Before diving too deeply into these trade-offs, consider a more fundamental question related to the timing considerations mentioned earlier: Do you anticipate your business will be self-supporting from the value created by its products or services?  This question probes whether your revenue will be sufficient to cover the costs of production, including employee wages, supplier payments, and returns to capital providers. If the answer is "No," you will almost certainly need to pursue the nonprofit route, relying on donors and grants as your primary revenue sources. However, if the answer is "Yes," or "I hope so, that is the plan!" you have the flexibility to choose between a for-profit and nonprofit structure, making it essential to weigh the trade-offs presented earlier to find the structure that best aligns with your vision and goals.


Conclusion


Understanding the essential elements of different organizational structures is a great first step. Next, the decision involves weighing the org structure trade-offs to arrive at the optimal choice. Choosing the proper governance structure is a pivotal step in shaping your venture's mission, funding, control, and impact. Whether for-profit or nonprofit, weigh each factor—mission, ownership, incentives, tax benefits, fundraising, regulatory demands, profit distribution, longevity, and public perception—to align your organization’s core goals with its operational needs. With a well-matched structure, you will be positioned to navigate challenges and drive meaningful, sustainable success.


For more information, check out our Start-up Services page.


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Nov 04
Rated 5 out of 5 stars.

Good stuff for new entrepreneurs!

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