| Quick
Chart |
C
Corporation |
S
Corporation |
LLC |
Limited
Partnership |
| Ownership |
Shareholders |
Shareholders |
Members |
General
and Limited Partners |
|
|
| Management |
Chairman
of the Board; Chief Executive Officer (CEO); President |
Chairman of the
Board; Chief Executive Officer (CEO); President |
Manager(s) |
General
Partner(s) |
|
|
| Start
up and Operational Roadmap Documentation |
Articles
filed with state.
Bylaws govern daily operations. |
Articles
filed with state Form 2253 filed with IRS
Bylaws govern daily operations. |
Articles
filed with State.
Operating Agreement governs daily operations |
LP-1
filed with State
Partnership Agreement governs daily operations |
|
|
| Ongoing
Formalities |
By
laws and annual meetings required |
By
laws and annual meetings required |
Annual
meetings not required, but strongly recommended. |
Annual
meetings not required but strongly recommended |
|
|
| Personal
Liability for business debts |
|
No
personal liability of shareholders |
No
personal liability of members |
General
partner(s) personally liable; limited partners not
personally liable.
Form corporation or LLC to serve as general partner to
reduce/eliminate personal liability |
|
|
| Who
can legally obligate the business? |
Officers
and directors |
Officers
and directors |
In
member managed, any member.
In manager managed, any manager |
Any general
partner, not limited partners. |
|
|
| Responsibility
for management decisions |
Board
of directors, officers |
Board
of directors, officers |
Same
as above |
Same
as above |
|
|
| Ownership
Restrictions |
Most
states allow one shareholder corporations; some require at
least two |
No
more than 75 shareholders allowed; no foreign entities or
individuals or domestic entities allowed |
Most
states allow one member LLCs |
One
general partner and one limited partner required |
|
|
| Limits
on transferability of interests |
Transfers
may be limited by agreement or by securities laws |
Transfers
may be limited by agreement or by securities laws.
Transfers to non-qualified persons may cause loss of S
corporation status |
| Consent
of all partners may be required |
|
|
| Business
effect on death or departure of owner |
Corporation
continues |
Corporation
continues |
In
some states, dissolution unless members vote to continue |
Automatic
dissolution unless provided for in partnership agreement |
|
|
| Corporate
profits taxed at corporate rates; dividends taxed at
individual rates of shareholders |
Individual
tax rates of shareholders |
Individual
tax rates of members unless LLC elects corporate taxation |
Individual
tax rates of general and limited partners |
|
Rules
of Employment
