A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners, there are one or more limited partners. It is a partnership in which only one partner is required to be a general partner.
Like shareholders in a corporation, limited partners have limited liability, meaning they are only liable on debts incurred by the firm to the extent of their registered investment and have no management authority. The GP’s pay the LP’s a return on their investment, which is usually defined in the partnership agreement.
Entity Details:
Liability: Limited partners have limited personal liability for business debts as long as they don’t participate in management.
Formation: Suitable mainly for companies that invest in real estate. More expensive to create than general partnership.
Corporate Maintenance: General partners can raise cash without involving outside investors in management of business. General partners personally liable for business debts.
A general partnership is an association of two or more people carrying on a business. A partnership is viewed as being one and the same as its owners. There is little formality involved in creating a partnership. If someone can establish that you are in business with somebody else, then there is a general partnership.
Entity Details:
Liability: Owner (partners) personally liable for business debts.
Taxation: Owner (partners) reports profit or loss on his or her personal tax returns.
Formation: Simple and inexpensive to create and operate. No filing necessary.
Not every non-profit organization needs to incorporate, below are some facts that have been compiled to help you decide if incorporation best suits your needs.
No Taxes:
As a nonprofit corporation, your organization is eligible for state and federal exemptions from corporate income taxes plus certain other taxes. Federal corporate tax rates can run as high as 34% while state corporate taxes can take a bite as well. If you expect to earn substantial amounts of money from your services, exhibits, product sales, or performances, you’ll likely want to seek an exemption. A tax-exempt nonprofit will also save on local taxes such as levied by your state, and county.
Ability To Receive Public And Private Donations:
As a 501(c)(3) nonprofit corporation you will be able to receive grants and donations. Tax-exempt government foundations such as the National Endowment for the Arts or Humanities and private foundations such as the United Way or the Ford Foundation are required to give funds only to 501(c)(3) organizations.
Individual donors to your nonprofit corporation can claim personal federal income tax deductions for their donations, and bequests will be exempt from federal estate taxes.
Protection From Personal Liability:
Shielding members of your organization from personal liability is key among the benefits of nonprofit incorporation. Board members, officers, and employees of your organization will be protected from liability for corporate debts or liabilities such as unpaid organizational debts or lawsuits against the organization. Creditors can go after only your corporate assets, not the personal assets of the people who manage, work for, or volunteer for your organization
Corporate Structure:
Forming a nonprofit corporation is not simple but the documents required do force the group to be clear about its mission, think through its operating rules, and develop procedures for decision making. This is especially important for a nonprofit whose board members may come with diverse interests and viewpoints. Clear-cut delegation of authority and specific operating rules embodied in the articles of incorporation and the bylaws will make running the organization easier and less divisive.
Professional Corporations or Professional Limited Liability Company are formed by individuals with specific occupation, for example: doctors, lawyers, engineers etc. In many states this the only entity professionals can incorporate. However a few states do allow professionals to incorporate as Regular Corporations. The Professional Corporations Entity will not shield the owners from their own malpractice or negligence cases, but will protect them from any malpractice caused by associates.
The List of Professions required to incorporate as a Professional Corporation varies based on state, but these listed below are almost mandatory on every list:
accountants
engineers
health care professionals such as audiologists, dentists, nurses, opticians, optometrists, pharmacists, physical therapists, physicians and speech pathologists
lawyers
psychologists
social workers
veterinarians
Professional Corporations Entity Details:
Liability: Owners have no personal liability for malpractice of other owners. Owners have liability for own acts of malpractice.
Formation: Option when certain states do not allow professionals to form a C-Corp. More expensive to create than partnership or sole proprietorship. All owners must belong to the same profession.
Corporate Maintenance: Formality requirements (e.g. annual reports, minutes, meetings) are required to maintain corporate status.
Professional Limited Liability Company Entity Details:
Liability: Same advantages as a regular limited liability company. Members have no personal liability for malpractice of other members; however, they are liable for their own acts of malpractice.
Formation: Gives state licensed professionals a way to enjoy those advantages. Members must all belong to the same profession. Not available in all states.
An S-Corporation is similar to an C-Corporation except for the tax structure. In aS-Corporation, Income is not taxed as a separate business entity, instead passed through to its shareholders who report their losses on their Individual tax returns. Some states do tax S-Corporations in the same manner as C-Corporations. The S-Corporation still files a federal tax return and maybe a state return depending on the state laws, which it is registered to. Be Sure to review state laws before electing an s-corporation status.
Entity Details:
Liability: Owners have limited personal liability for business debts.
Taxation: Owners report their share of corporate profit or loss on their personal tax returns. Income must be allocated to owners according to their ownership interests. Owners can use corporate loss to offset income from other sources. Fringe benefits limited for owners who own more than 2% of shares.
Formation: More expensive to create than partnership or sole proprietorship.
Corporate Maintenance: More formality requirements than for a limited liability company which offers similar advantages.
A C Corporation is a separate legal entity from its owners and stock holders. With a C corporation you are an employee and owner of the business. The C Corp allows you to enjoy tax free fringe benefits for example: health insurance and travel.
C Corp can:
Own property
Enter into contracts
Responsible for its own debts
Stock Holders, directors, and officers are not liable for corporate obligations
Entity Details:
Liability: Owners have limited personal liability for business debts
Taxation: Owners can split corporate profit among owners and corporation, paying lower overall tax rate. Separate taxable entity. Fringe benefits can be deducted as business expense.
Formation: May have an unlimited number of shareholders. More expensive to create than partnership or sole proprietorship.
Maintenance: Shares of stock may be sold to raise capital. Formality requirements (e.g. annual reports, minutes meetings) are required to maintain corporate status.
The Simplest Business Entity is a Sole Proprietorship. This Entity consist of one person who manages the entire business and is held accountable for all of the transactions.
Entity Details:
Liability: Owner personally liable for business debts.
Taxation: Owner reports profit or loss on his or her personal tax return.
Formation: Simple and inexpensive to create and operate. No filing necessary.
Limited Liability Companies (LLC) are a common used corporation entity. They use the same taxation methods as a sole proprietorship and general partnership, but maintain the limited liability of a corporation.
Limited Liability Companies are separate legal entities, but are not corporations. This means they do not pay any Corporate federal taxes as a separate entity.
Entities Details:
Liability: Combines a corporation’s liability protection and pass-through tax structure of a partnership.
Taxation: IRS rules now allow LLCs to choose between being taxed as partnership or corporation.
Formation: More expensive to create than partnership or sole proprietorship.
Corporate Maintenance: Sale of member interests may take place per company policy. Significantly easier to maintain than a corporation.
Greater flexibility than a corporation in allocating income to members
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