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Business Entity Structures
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Flashcards
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Sole Proprietorship
A sole proprietorship is owned by one individual who bears unlimited liability for business debts, which can affect personal assets. No formal creation beyond required licenses is typically necessary.
General Partnership
A general partnership involves two or more owners. It's based on a partnership agreement, and partners have joint and several liability for debts, potentially affecting personal assets.
Limited Partnership (LP)
An LP features both general and limited partners. Limited partners have liability capped to their investment, but general partners retain unlimited liability. Formal registration is required.
Limited Liability Partnership (LLP)
An LLP provides its partners with protection from personal liability, akin to a corporation. Partners aren't responsible for the misconduct or negligence of other partners.
C Corporation
A C Corporation is a separate legal entity from its owners, providing them with limited liability. It faces double taxation (corporate income and dividends). It can have unlimited shareholders.
S Corporation
An S Corporation has the limited liability of a corporation but with pass-through taxation to avoid double taxation. There are restrictions on the number and type of shareholders.
Limited Liability Company (LLC)
An LLC combines the liability protection of a corporation with the tax benefits of a partnership. Owners are called members, and it can be managed in various ways.
Professional Corporation (PC)
A PC is designed for licensed professionals, such as doctors and lawyers. It offers limited liability but with certain restrictions on ownership and operation unique to the profession.
Nonprofit Corporation
A nonprofit corporation is set up to fulfill an educational, charitable, or religious mission. It is eligible for tax-exempt status and profits cannot be distributed to members.
Cooperative
A cooperative is owned and controlled by the members who use its services. Members share profits and have one vote each in governance matters, regardless of their level of investment.
Business Trust
A business trust is created by a trust agreement, wherein trustees manage assets for beneficiaries' benefit. There's potential for tax advantages and protection of personal assets.
Series LLC
A series LLC allows the creation of separate entities (series) under one LLC umbrella, each with distinct assets and liabilities. Ownership and tax benefits can vary for each series.
Joint Venture
A joint venture functions like a general partnership but is usually formed for a specific project or limited time. Partners share revenues, expenses, and control of the project.
Social Enterprise Company
Social enterprise companies blend a traditional business model with a focus on social and environmental missions. Legal structures vary and can influence taxation and liability.
Real Estate Investment Trust (REIT)
REITs are companies that own or finance income-producing real estate. They offer investors a regular income stream and tax advantages, with strict regulations on profit distribution.
Sole Proprietorship conversion to LLC
Converting a sole proprietorship to an LLC can provide the owner with limited liability, while maintaining business operations. The process usually involves filing articles of organization with the state.
General Partnership conversion to LLP
Partners may convert a general partnership to an LLP for liability protection. Requires a new partnership agreement and registration with the state, affecting legal and tax implications.
Closed Corporation
A closed corporation limits the transfer of shares and doesn't publicly trade them. Typically, shareholders are involved in management, and there are restrictions on who can own shares.
Statutory Trust
Statutory trusts are created by state statutes. They're managed by trustees and provide benefits like limited liability and ease of transferability of interests.
Limited Duration Company (LDC)
An LDC is designed to exist for a specific period or until a certain event occurs. These are often used for ventures that are not intended to be permanent.
Publicly Held Corporation
Publicly held corporations have shares that are publicly traded on stock exchanges. They're subject to strict regulations and disclosure requirements, providing shareholders with limited liability.
Parent Company
A parent company owns enough voting stock in another company to control management and operations. It can create subsidiary companies and manage them as separate entities.
Special Purpose Acquisition Company (SPAC)
A SPAC is created specifically to pool funds in order to finance a merger or acquisition opportunity within a set timeframe. Investors don't know the acquisition target at the time of investment.
Benefit Corporation
Benefit corporations balance profit-seeking with beneficial impacts on society and the environment. They are legally required to consider the impact of their decisions on all stakeholders.
Worker Cooperative
Worker cooperatives are owned and controlled by employees, who each have an equal say in the organization. They prioritize worker benefits over maximizing profits.
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