Business Entity Comparisons

Let’s take a look at your options, outlined on this chart:
Comparison Factors Sole Proprietorship (SP) General Partnership (GP) Limited Liability Company (LLC) S Corporation (S Corp) C Corporation – General Stock (C Corp)
Business formation City tax license may be required.
No state filing required		 No state filing required. Some states allow GP’s to file at state agency. An Agreement between two or more parties. Partnership agreement should be created Required to file formation document with the State filing agency. Most states require an Operating Agreement Required to file formation document with the State filing agency. Most states require annual meetings and bylaws. Must elect S status through the IRS, additional filing required Required to file formation document with the State filing agency. Most states require annual meetings and bylaws
Size One person ownership Two or more person ownership Most states allow single-member LLC’s but some require 2 or more members Up to 75 members/ shareholders Unlimited
Length of Existence Sole proprietorship either ceases doing business or dies Depending upon partnership agreement. Typically death or withdrawal of a partner dissolves the GP Some states allow LLC’s to have a perpetual existence. Others depend upon the state’s requirements Perpetual Perpetual
Liability SP has unlimited liability and can lose personal assets General Partners are equally liable or less the partnership agreement states otherwise Members are not liable for debts accrued by the company or less a member secured the debt with a personal asset Shareholders are typically not liable for the debts of the corporation. Some officers can be held liable if there is fraud or severe mismanagement. Shareholders are typically not liable for the debts of the corporation. Some officers can be held liable if there is fraud or severe mismanagement
Operational Procedures Easiest with few legal requirements Typically GP’s have few legal requirements Most states have some formal requirements like annual reports but are typically less than a corporation Annual meetings, filings, and reporting required. Board of Directors and Officers must be maintained. Annual meetings, filings, and reporting required. Board of Directors and Officers must be maintained
Start up cost Cost of business tax license Cost of business tax license State filing fee is required. State filing fee is required. State filing fee is required.
Management SP is in complete control of managing operations Or less the partnership agreement states otherwise, each partner has equal management authority Management is outlined in the LLC’s Operating Agreement. Officers manage day to day corporate activities. Directors manage the officers and the overall company. Directors are elected and therefore managed by the shareholders Officers manage day to day corporate activities. Directors manage the officers and the overall company. Directors are elected and therefore managed by the shareholders
Taxation Taxed Once Taxed Once Taxed Once Taxed Once Double; both the corporation and shareholders are taxed
Pass through taxation for both income and loss Yes Yes Yes Yes No
Interest Transferability No. Or less business is sold to another party No. Depends upon the operating agreement Yes. Some IRS regulations on stock ownership Shares of stock are easily transferred
Raising Capital Hard to get outside capital. Owner typically contributes all funds Partners contribute capital and more capital can be raised by adding new partners Some operating agreements allow interests to be sold S Corps can sell stock to raise capital C Corps can sell stock to raise capital
Dissolution Easiest Easy Complex. Requires filing dissolution document with state filing agency. Some states require a tax clearance prior to dissolution. Most Complex. Requires filing dissolution document with state filing agency. Some states require a tax clearance prior to dissolution. Most Complex. Requires filing dissolution document with state filing agency. Some states require a tax clearance prior to dissolution.
Examples Mom & Pop Ice cream shop Land Developer Real Estate Investment Property. Motion Picture. Any type of business depending upon specific state restrictions. Small business or Family business such as a print shop, Pizza Parlor, or Interior Design. Public Corporation. Software company, telecommunications company, etc.