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Entity Services

Types of Entities

The following page contains a brief description of entity types and basic differences.
ENTITY TYPE OWNERSHIP OWNER LIABILITY TAX TREATMENT FORMATION DOCUMENTS MANAGEMENT STRUCTURE CAPITAL CONTRIBUTION
C
Corporation 		May be owned by stockholders or debt holders; stock does not have to be issued; ownership is not public record Generally no personal liability of the owners for obligations of the corporation Taxed on net income after allowable expenses (these exceed allowable expenses for individuals)
  • Articles of Incorporation
  • Organizational Meeting
  • Resolutions of the Board
  • Stock Certificates
  • Stock Ledger
 Board of Directors has overall management responsibility and officers have day-to-day responsibility Directors may issue stock for capital contributions or for services rendered. Board of Directors determines value of service.
S
Corporation 		Limited to 100 domestic shareholders. Only one basic class of stock is allowed. Generally no personal liability of the owners for obligations of the corporation Profits and losses pass through and are taxable in the hands of shareholders See C corporations plus IRS and state S corporation election Same as C Corporation Shareholders typically purchase stock in the corporation, but only one class of stock is allowed
Sole Proprietorship One owner` Unlimited personal liability for the obligations of the business Profits and losses of the business are profits and losses of the owner Fictitious firm name (FFN). “Doing Business as (DBA) filing. Sole proprietor manages the business Sole Proprietor contributes needed capital.
Partnership Any number of general partners are allowed Unlimited personal liability of the general partners for the obligations of the business Entity not taxed; profits and losses are passed through to the general partners.
  • General Partnership Agreement
  • Local filings if partnership holds real estate
General partners have equal management rights unless they come to another agreement General partners typically contribute money or services to the partnership and receive interest in profits and losses.
Limited Partnership Any number of general and limited partners allowed Unlimited personal liability of the general partner(s) for the obligations of the business. Limited partners typically have no personal liability Entity not taxed; profits and losses are passed through to the limited partners.
  • Limited Partnership Certificate
  • Limited Partnership Agreement
The general partner manages the business, subject to any limitations of the Limited Partnership Agreement The limited partners typically contribute money or services to the limited partnership and receive an interest in profits and losses.
Limited Liability Company Any number of “members” allowed Typically no personal liability of the members for obligations of the business. Entity not taxed unless chosen to be taxed. P/L generally passed through to the members.
  • Articles of Organization
  • Operating Agreement
The Operating Agreement sets forth how the business is to be managed (by managers or by members) Members usually contribute money or services to the LLC and receive an interest in profits and losses.
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