Two people who carefully consider which American business form to use for their business can achieve nearly any combination of attributes. For example, by choosing LLP status, they can limit their personal liability, totally control the business, and deduct business losses on their individual federal income tax returns. They can do the same with an LLC or S corporation. They will have no liability for the contracts of the business, even though they make all business decisions and make all contracts for the business. When the business becomes profitable, they can elect to have the business form taxed like a corporation, and if the corporate tax rate is lower than their individual tax rate, they will derive tax savings by retaining earnings in the business.

Is it ethical for a business owner who controls the business to escape liability for the business’s contracts and torts by hiding behind the veil of the business organization?
Is it ethical for a business owner to select a business form and elect a tax treatment that minimizes her tax liability?