Limited Limited

Sole General
Limited Liability Liability
Proprietorship Partnership Corporation
Partnership (LP) Partnership Corporation
(SP) (GP)
(LLP) (LLC)
No statutory Compliance with
Compliance with state Compliance with state
compliance Compliance with state statute;
Creation No statute statute; Otherwise a statute; Otherwise a SP or
needed; Defines state statute Otherwise a SP or
GP is created GP is created
normal features GP is created
Must include
Can reflect names Must include “Limited
May operate “Limited Liability Must include
of some partners; Partnership;” Cannot
under an assumed Partnership” or "Limited Liability Must include
Can use use ltd. partner’s
or fictitious name, “LLP;” May reflect Company" or "Incorporated" or "Inc.;"
Name assumed/fictitious names unless the same
subject to names of some "LLC;" May use May use an assumed
name, subject to as the general
registration partners; May use assumed name name
registration partners; May use an
requirements assumed name with with registration
requirements assumed name
registration

Each partner is Each partner

Proprietor is the Managers are Only authorized
presumed an agent GP is an agent; LP is presumed an agent
Agency business's sole presumed to be managers are presumed
of the GP, unless not of the LLP, unless
agent agents of the LLC agents; Directors are not
otherwise provided otherwise provided

GPs have unlimited

joint & several Partners are jointly
GP has unlimited liability; LPs enjoy ltd & severally liable
LLC has unlimited
business liability; liability and only lose for obligations and Corp has unlimited
Proprietor has business liability;
Partners are jointly their invetment unless debts of the LLP; business liability;
Liability unlimited personal Member's liability
and severally LP takes part in Not vicariously Shareholders's liability ltd
liability is ltd to their
liable for GP's control, surname in liable for to capital contribution
capital contribution
liabilities partnership name, or malpractice of other
contributes through partners
services
 Limited Limited
Sole General
Limited Liability Liability
Proprietorship Partnership Corporation
Partnership (LP) Partnership Corporation
(SP) (GP)
(LLP) (LLC)
Board of directors makes
Proprietor has Each partner Each member
Each GP entitled to Each partner entitled decisions, which are
Control/ complete entitled to entitled to
participate in to participate in carried out by
Management management and participate in
management management
participate in
management; Board
control management management
elected by shareholders
Partner's interest LP's interest may be Partner's interestMember may
Transferability Sharehoder is freely able
may be assigned; assigned, unless may be assigned;transfer interest,
of Ownership May be sold to transfer sock, unless
Assignee is not a agreement to the Assignee is not a subject to
Interest partner contrary partner agreement
agreement to the contrary
Perpetual duration
May be perpetual if
is the norm, unless
Dissolved at May be dissolved corps are GP and LPs; May be dissolved at Perpetual duration is the
Continuity of limited to a certain
death, bankruptcy, at withdrawal or May be dissolved at withdrawal or death norm, unless limited to a
Existence or termination death of a partner withdrawal or death of of a partner
purpose or term;
certain purpose or term
Dissociation can
a partner
terminate
S-Corp: Flow Through;
Generally taxed
Corp profits or losses
with proprietor's May elect to be
Flow Through: Flow Through: flow through to the
personal taxes Flow Through: taxed taxed as a
taxed on the taxed on the shareholders for inclusion
because not a on the partner's partnership
Taxation partner's income partner's income and in individual tax returns
separate entity; income and not as a (S Corp) or
and not as a not as a separate C-Corp: Double Taxation
Proprietor may separate entity as a corporation
separate entity entity - taxed as an entity and
seek a separate tax (C Corp)
based on shareholder
ID
income
Raising
Loans; Bring in Loans; Bring in more Loans; Bring in Different levels of Debt securities or issue
Additional Loans
more partners partners more partners ownership interests stock
Capital