An important decision in starting a business is the choice of legal entity. This case provides a realistic, yet stylized, setting to facilitate a discussion of factors to consider in the entity choice decision, emphasizing legal and tax issues. Two MBA graduates have raised $5.2 million in equity from a small group of investors to buy a company. Upon deciding to buy assets from another company to start their business venture, they must determine the legal entity that best meets the needs of management and the investors. There are three alternative versions of this case, with the only difference being the allocation of profits to the investors. In this B case, the allocations of profits are not allowed for an S corporation given the restriction limiting the entity to one class of stock. This B case provides for a non–pro rata allocation of profits, which equates to management receiving a 20% profit (i.e., carried) interest.