Comparison of Basic Business Entities

Entity Owner
Liability
Participation
in Management
Ownership Formation
Requirements
Name
Sole
Proprietor
No limits. No restrictions. One. None. Filed assumed name if doing business under different name. No special requirements.
General
Partnership
No limits. No restrictions. At least two partners. Partnership agreement (may be oral) and file assumed name certificate. No special requirements.
Limited
Partnership
No limits for general partners. Limited for limited partners. Restrictions for limited partners. At least one general partner and one limited partner. Partnership agreement (may be oral) and file certificate with Secretary of State. Must have "Limited Partnership," "Ltd.," "Limited," or "L.P." in title.
Limited
Liability
Company
All members have limited liability for company debts. No restrictions. ("Managing" members make decisions.) One or more members. File Articles of Organization and adopt regulations. Must have "Limited Liability Company," "LLC," or "LC" in title. ("Limited" and "Company" may be abbreviated.)
S Corporation Limited liability for all shareholders. No restrictions. (Shareholders elect "directors" to make decisions. Directors appoint "officers" for daily decisions.) One to seventy-five shareholders. File Articles of Incorporation, adopt bylaws and file "S" election tax form with IRS. Must have "Corporation," "Incorporated," "Company," or abbreviation of these in title.
C Corporation Limited liability for all shareholders. No restrictions. (Shareholders elect "directors" for decisions. Directors appoint "officers" for daily decisions.) One or more shareholders. File Articles of Incorporation and adopt bylaws. Must have some form of "Corporation," "Incorporated," "Company," or abbreviation of these in title.

The Consultant's Legal Guide, by Elaine Biech and Linda Byars Swindling. Copyright ©1999 by Jossey-Bass/Pfeiffer



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