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Corporation |
General Partnership |
Limited Partnership |
Sole Proprietor |
Limited Liability Company |
Limited Liability Partnership |
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| Formed BY |
Filing charter with Secretary of
state |
Agreement
between at least two parties. May
be written oral or implied |
Filing certificate with
Secretary of State |
Individual |
Filing articles of Organization
with Secretary of State |
Filing with Secretary of State |
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| Ownership |
shares of stock |
General Partners- set in partnership agreement |
General and Limited Partners-
set according to agreement |
100% owned by individual |
No shares of stock sold to the
public. Owners are called
Members
Governed by an operating agreement
Must use LLC in it's name |
General Partnership in
Form. Must use LLP
in it's name. |
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| Liability |
Shareholders have limited
liability |
Partners have liability.Partners
are liable for the acts of the other partners |
Limited Partners-limited
liability General Partners-
Full unlimited liability |
Full unlimited personal
liability |
Limited personal liability for
the owners (members) |
Provides each of its individual
partners protection against personal liability for certain partnership
liabilities. However, partnership
assets would be a source for recovery for plaintiff. |
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| Tax
Status |
Corporate Income is taxed at
corporate rate. Double taxation is possible unless corporation is an
"S" corp. |
Profits flow to the individual
partners. The partnership
itself does not pay tax. |
Profits flow to the individual
partners. |
The individual pays all taxes |
Profits flow to the individual
members. Treated by IRS
as a pass-through tax entity.
LLC does not pay tax |
Treated by IRS as a pass-through
tax entity.
Same tax structure as a general partnership. |
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