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