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There are many kinds of
entities. Partnerships, corporations and limited liability
companies (LLC) are the most common. There are also limited
partnerships (LP), limited liability partnerships (LLP, and
limited liability limited partnerships (LLLP). Let’s start with
the common and work up to more the complex.
But before doing that consider this: is an
individual engaged in business on his or her own an entity? Not
yet. Lawyers call that person a sole proprietor. Generally, a
sole proprietor is liable for contracts entered into and for
negligence and other torts commited by the business and
employees. So, it’s a not a very sophisticated way to engage in
business. But, it’s easy to form a sole proprietorship because
it’s automatic when a natural person (a legal term for people)
starts his or her own business.
A partnership is generally formed
when two or more persons engage in business to share profits and
losses. This is a general partnership. The persons can be
individuals or entities such as corporations or other
partnerships. Like a sole proprietorship, partners are usually
liable for the contract debts of the partnership. Also, it’s
easy to form a partnership because it’s automatic when two
persons go into business and share profits and losses and do not
form a corporation, LLC or other type of entity. Even if there
is no written partnership agreement. Of course, it’s best to
have a written partnership agreement, and they are often
complicated to draft because there are so many optional
provisions that can be included.
Some states allow or require partnerships to file
a partnership registration statement with the state secretary of
state or other filing office. Such states often maintain online
databases of public records information about partnerships that
file annual returns and registration statements. This
information might include names of partners, addresses, and
sometimes copies of documents.
Some states allow a partnership to file a
statement of qualification to elect to have limited liability,
so that it then becomes a limited liability partnership or LLP.
A limited partnership is similar
to a general partnership but it has two types of partners:
general partners and limited partners. The general partners have
liability for contract debts of the limited partnership, but the
limited partners do not (if the limited partnership and partners
comply with the limited partnership law). The limited
partnership is usually formed by filing a certificate of limited
partnership with the state secretary of state or other filing
office. Some states allow a limited partnership to elect limited
liability for its general partner by filing a statement of
qualification with the state, thus becoming a limited liability
limited partnership or LLLP.
Partnerships, limited partnerships, LLPs and LLLPs
are burdened with complex income tax codes and accounting
methods that often challenge intuition. For that reason, many
lawyers and accountants still advise clients to form
corporations for their businesses instead of partnerships or
limited liability companies (LLC’s usually elect to be taxed the
same as partnerships).
A
corporation is an
entity generally formed by one or more persons filing articles
of incorporation with the state secretary of state or other
filing office. Most states maintain online databases of public
records information about corporations that file annual reports,
articles of incorporation, mergers, name changes, and other
forms. This information might include names and addresses of
officers, directors and registered agents, as well as copies of
documents. This information often includes names of presidents,
vice presidents, secretaries, treasurers and other officers of
corporations.
S corporations are corporations that have filed a
form with IRS to elect to be treated as such for tax purposes.
Public corporations are corporations whose shares
of stock are held by many people such that they are subject to
the Securities Exchange Act. Privately held corporations are the
typical corporations of businesses whose stock is not traded
publicly.
Of course, it is likely that the ownership
interests in all corporations, partnerships, limited liability
companies and other entities are securities that are subject to
the federal and state securities laws.
Nonprofit corporations are generally formed by
three or more persons filing articles of incorporation with the
state secretary of state or other filing office. Some states
have various categories of nonprofit corporations, such as
religious, charitable, benevolent, etc. If the nonprofit
corporation requires tax exemption, a separate application for
recognition of tax exempt status must be filed with IRS. This
makes nonprofit corporations frequently more complicated to form
than for profit business corporations. Nonprofit corporations
usually appear in state online databases of corporate
information.
There are other types of entities, such as
business trusts, real estate investment trusts, but they are
less common and are usually created by special purpose statutes
for specific types of business, government or quasi-government
functions. They often do not appear in state online databases of
public records information due to their unusual nature.
By the way, this is not legal advice. This is a
general background discussion of the types of entities in the
US. The specifics vary from state to state because entities are
generally created under state law, and each state has its own
law, so there are 50 sets of entities laws in the US.
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