Characteristic
|
C Corporations
|
S Corporations
|
Sole
Proprietorship
|
General
Partnership
|
Limited
Partnership
|
Limited Liability
Company
LLC
|
Ownership
Rules
|
Unlimited number of
shareholders allowed;
no limit on stock
classes
|
Up to 75
shareholders
allowed; only one
basic class of
stock allowed
|
One owner
|
Unlimited
number of
general
partners allowed
|
Unlimited
number of
general and
limited partners
allowed
|
Unlimited
number of
“members”
allowed
|
Personal
Liability of
the Owners
|
Generally no personal
liability of the
shareholders for the
obligations of the
corporation
|
Generally no
personal liability
of the
shareholders for
the obligations of
the corporation
|
Unlimited
personal
liability for the
obligations of
the business
|
Unlimited
personal
liability of the
general
partners for the
obligations of
the business
|
Unlimited
personal liability
of the general
partners for the
obligations of the
business; limited
partners
generally have no
personal liability
|
Generally no
personal liability
of the members
for obligations of
the business
|
Tax
Treatment
|
Corporation taxed on
its earnings at the
corporate level and the
shareholders may have
a further tax on any
dividends distributed
(“double taxation”)
|
Entity generally
not taxed as the
profits and losses
are passed
through to the
shareholders
(“pass-through”
taxation)
|
Entity not
taxed, as the
profits and
losses are
passed
through to the
sole proprietor
|
Entity not taxed
as the profits
and losses are
passed through
to the general
partners
|
Entity not taxed,
as the profits and
losses are passed
through to the
general and
limited partners
|
Entity not taxed
(unless chosen
to be taxed), as
the profits and
losses are passed
through to the
members
|
Key
Documents
Needed For
Formation
|
* Articles of
Incorporation
* Bylaws
* Organizational Board
Resolutions
* Articles of
Incorporation
* Stock Certificates
* Stock Ledger
|
* Articles of
Incorporation
* Bylaws
*Organizational
Board Resolutions
* Articles of
Incorporation
* Stock
Certificates
* Stock Ledger
* IRS & State S
Corporation
election
|
* DBA filing
|
* General
Partnership
Agreement
* Local filings
if partnership
holds real estate
|
* Limited
Partnership
Certificate
* Limited
Partnership
Agreement
|
* Articles of
Organization
* Operating
Agreement
|