|
C CORPORATION |
S CORPORATION |
LIMITED LIABILITY COMPANY |
GENERAL PARTNERSHIP |
LIMITED PARTNERSHIP |
LIMITED LIABILITY PARTNERSHIP |
Creation |
Filing Articles of Incorporation |
Filing Articles of Incorporation |
Filing Articles of Organization |
Oral or written - though written highly recommended |
Filing certificate of limited partnership with Dept. of State |
Filing Statement of Qualification with the Dept of State |
Duration of Entity's Life |
Can be perpetual |
Can be perpetual |
Can be perpetual - withdrawal of member does not trigger dissolution |
Dissolves on withdrawal of a general partner unless agreement provides otherwise |
Dissolves on withdrawal of a general partner, unless there is another partner authorized to continue the business. |
Same as general partnerships |
Number of Owners |
At least one - no maximum |
Limited to 35 in Florida and restrictions on who can be shareholders |
At least one - no maximum |
At least two partners - no maximum |
At least two partners and at least one must be a general partner. |
At least two partners, no maximum |
Classes of Ownership Interests |
Multiple classes permitted |
Only one class permitted (though may be differences in voting rights) |
N/A |
N/A |
N/A |
N/A |
Extent of Liability |
Limited to capital contribution |
Limited to capital contribution |
All members have limited liability |
Unlimited liability |
Unlimited liability for general partner; limited partners have limited liability except when they substantially participate in a capacity other than as an employee of an entity general partner. |
All partners have limited liability. |
Liability for Entity's Debts |
Shareholders not personally liable for corporation's debts. |
Shareholders not personally liable for corporation's debts |
Members not personally liable for LLC's debts. |
All partners liable for partnerships debts. |
General partners liable for partnership's debts. |
General partners are protected from personal liability for partnership obligations arising in both contract and tort. |
Participation in Management |
Generally restricted to the Board of Directors |
Generally restricted to the Board of Direct |
All members can participate in managing the LLC |
All partners participate in managing the partnership |
Participation of limited partners in management is restricted. |
All partners participate in managing the partnership. |
Election Required |
No election required |
Form 2553 must be filed by the 15th day of the 3rd month of the year of formation |
No election required. LLC is deemed to be a partnership unless Form 8832 is filed to treat the LLC as an association taxes as a corporation. |
No election required. |
No election required. |
No election required. |
Income Tax on the Entity's Income |
Double taxation applies. At the corporate level, and at the shareholder level when earnings are distributed as individuals. |
Generally no tax at the corporate level. Shareholders pay tax on their pro rata share of the corporate income. |
No income at the entity level. The members will pay tax on their pro rata share in the profit of the LLC. |
No income at the entity level. The members will pay tax on their pro rata share in the profit of the GP. |
No income at the entity level. The members will pay tax on their pro rata share in the profit of the LP. |
No income at the entity level. The members will pay tax on their pro rata share in the profit of the LP. |
State Corporate Income Tax |
Yes |
No |
No |
No |
No |
No |
State Intangible Tax on Equity Interest |
Yes |
Yes |
Yes |
No |
No |
No |
