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Business Entity Structures

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Special Purpose Acquisition Company (SPAC)

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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.

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Cooperative

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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.

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Benefit Corporation

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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.

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Closed Corporation

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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.

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Nonprofit Corporation

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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.

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S Corporation

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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.

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Limited Liability Company (LLC)

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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.

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Professional Corporation (PC)

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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.

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Sole Proprietorship conversion to LLC

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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.

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C Corporation

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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.

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Joint Venture

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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.

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Series LLC

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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.

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Sole Proprietorship

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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.

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Real Estate Investment Trust (REIT)

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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.

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Limited Duration Company (LDC)

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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.

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Publicly Held Corporation

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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.

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Worker Cooperative

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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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Business Trust

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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.

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General Partnership

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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.

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Limited Partnership (LP)

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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.

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Limited Liability Partnership (LLP)

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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.

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Parent Company

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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.

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Social Enterprise Company

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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.

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General Partnership conversion to LLP

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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.

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Statutory Trust

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Statutory trusts are created by state statutes. They're managed by trustees and provide benefits like limited liability and ease of transferability of interests.

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