|
Entity Characteristics |
Sole Proprietorship |
Partnership |
Limited Liability Company |
S-Corporation |
C-Corporation |
|
Requirements for Creation |
No
state permission requirements |
Parties
must agree to form partnership. No state permission requirements. |
Must
file with state for creation. |
Must
file with state for creation. |
Must
file with state for creation. |
|
Life of Entity |
Life
of sole proprietor. |
Death
of partner causes dissolution. |
Generally
a fixed period (usually 30 years). |
Unlimited |
Unlimited |
|
Liability to Parties Involved |
Unlimited
liability for sole proprietor. |
Unlimited
liabilitiy for partners. |
LLC
members not personally liable for company debts. |
Shareholders
not personally liable for corporate debts. |
Shareholders
not personally liable for corporate debts. |
|
Formal Requirements for Operation |
Few
legal requirements. |
Few
legal requirements. |
Some
requirements, but less than corporations. |
Board
of directors, officers, annual meetings, and annual reports. |
Board
of directors, officers, annual meetings, and annual reports. |
|
Entity Management Characteristics |
Sole
proprietor is the manager and operator. |
Partners
generally have equal voice. |
Members
agree to the form of management by either members or hired management. |
A
corporation is managed by the officers and the board of directors, the directors being
elected by the shareholders, and the officers being appointed by the directors. |
A
corporation is managed by the officers and the board of directors, the directors being
elected by the shareholders, and the officers being appointed by the directors. |
|
Taxation Issues |
There
is no taxable entity. The sole proprietor pays taxes in the form of income taxes. |
Partners
pay taxes on their share of the income and deduct losses against other sources of income |
Can
elect taxation method. For example, can be taxed as a corporation or can elect to have no
company tax liability. |
Corporation
has no tax liability. Taxes are paid on an individual income tax level by the shareholders
when profits are passed in the form of dividends. |
Corporation
is taxed as well as are the individual shareholders when corporate profits are passed in
the form of dividends (this is known as double-taxation). |
|
Taxation Method |
Income
tax on proprietor. |
Income
tax on partner's share of partnership income. |
Can
elect taxation method. Generally no tax at the company level. |
Generally
no tax at the company level. |
Profits
subject to double-taxation. |
|
Cost of Entity Formation |
None |
None |
State
filing fees. |
State
filing fees. |
State
filing fees. |
|
Interest Transfer Issues |
Individual
may sell. |
Addition
of partners or additional sale of partnership interests to existing partners. |
Sale
of member interests may take place subject to company policy. |
Shares
of stock may be sold to raise capital, subject to federal and state securities laws. |
Shares
of stock may be sold to raise capital, subject to federal and state securities laws. |