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Form a corporation, LLC, or nonprofit in any state, as well as perform other business filing related activities cost-effectively and conveniently online.


  SOLE PROPRIETORSHIP GENERAL PARTNERSHIPS LIMITED LIABILITY PARTNERSHIP
Formation
  • no statutory requirements
  • trade name application
  • EIN (if you have employees)
    		•
  • no direct statutory rqmts
  • trade name application
  • partnership agreement
    		•
  • file registration with Secretary of State for a fee
  • EIN
  • partnership agreement
    • For cost-effective, efficient, online filing assistance, visit www.BizFilings.com
    Management and Control proprietor has sole management authority shared by partners shared by partners
    Liability of Owner(s) unlimited
  • joint and several
  • insurance
  • contract
    		•  limited on tort claims; joint and several for contract claims
    Ability to Raise Capital limited to wealth and borrowing capacity of proprietor limited by collective wealth and contributions of partners and overall value of business limited by collective wealth and contributions of partners and overall value of business
    Federal Taxation of Entity taxed at individual level pass through pass through
    Transferability of Ownership Interest no equity interests to transfer or sell transfer causes technical dissolution transfer causes technical dissolution
    Fringe Benefits must be included in income; up to 40% deductible for health insurance with % increasing must be included in partner's taxable income; up to 40% deductible; percent of deductibility increasing must be included in partner's taxable income; up to 40% deductible; percent of deductibility increasing
    Deductibility of Losses deductibility aginst income, subject to at-risk rules, PAL's basis deductibility against income, subject to at-risk rules; PAL's and basis; basis inceases for loans to entity deductibility against income, subject to at-risk rules; PAL's and basis; basis inceases for loans to entity
    Availability of Special Allocations N/A available available
    Basis Adjustments at Death step up inside and outside basis increases - See § IRC 754 inside and outside basis increases - See § IRC 754
    Eligibility to be an Equity Holder N/A no limitations no limitations
      LIMITED PARTNERSHIPS LIMITED LIABILITY COMPANIES CORPORATIONS
    Formation
  • file registration with Secretary of State for a fee
  • EIN
  • partnership agreement
  • there is an application fee for certificate
    • For cost-effective, efficient, online filing assistance, visit www.BizFilings.com
  • file registration with Secretary of State for a fee
  • securities form
  • EIN
  • operating and management agreement
  • annual report fee
    • For cost-effective, efficient, online filing assistance, visit www.BizFilings.com
  • file registration with Secretary of State for a fee
  • securities form
  • EIN
  • S election (for S Corporations)
  • bylaws/shareholders agreements
  • annual report fee
    • For cost-effective, efficient, online filing assistance, visit www.BizFilings.com
    Management and Control general partners may be delegated to manager or retained by members board of directors or shareholders
    Liability of Owner(s)
  • general partners
  • joint and several limited partners
  • limited to investment
    		•  limited to investment limited to investment
    Ability to Raise Capital
  • limited by collective wealth and contributions of partners and overall value of business
  • securities laws apply to sales of securities
    		•
  • limited by wealth of participating members and overall value of business
  • securities laws apply to sales of securities
    		•
  • limited by wealth of participating shareholders and overall value of business
  • securities laws apply to sales of securities
    		•
    Federal Taxation of Entity pass through pass through
  • C Corporation - double taxation
  • S Corporation - pass through
    		•
    Transferability of Ownership Interest
  • limited partners can transfer, subject to securities laws issues and partnership restrictions
  • general partner transfer causes technical dissolution unless limited partners agree to continuation
    		•  freely transferable interests, subject to restrictions in agreement shares freely transferable subject to shareholder agreement and securities law concerns
    Fringe Benefits must be included in partner's taxable income; up to 40% deductible; percent of deductibility increasing must be included in partner's taxable income; up to 40% deductible; percent of deductibility increasing
  • C Corporation - deductible to corporation; excluded from employee's gross income
  • S Corporation - for 2% or greater shareholder (same as partnership)
    		•
    Deductibility of Losses deductibility against income, subject to at-risk rules; PAL's and basis; basis inceases for loans to entity deductibility against income, subject to at-risk rules; PAL's and basis; basis inceases for loans to entity
  • C Corporation - no shareholder deductions; loss carries forward
  • S Corporation - deductions available subject to at-risk rules, PAL's and basis. Loans to entity do not affect basis.
    		•
    Availability of Special Allocations available available not available
    Basis Adjustments at Death inside and outside basis increases - See § IRC 754 inside and outside basis increases - See § IRC 754 basis in shares step up but not inside basis of asset
    Eligibility to be an Equity Holder no limitations no limitations
  • C Corporation - no limitations
  • S Corporation - significant limitations; i.e., maximum of 75 shareholders
    		•
    About Your Educational Champion

    "BizFilings is the Internet leader in providing incorporation and related services to small business owners. Since its inception in 1996, BizFilings has helped over 150,000 domestic and international business owners with their corporation, limited liability company, and nonprofit formation needs."

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    Note: This information has been compiled by FERAD for educational purposes only in order to convey a general overview of the options and related services available to small businesses in the subject areas introduced. Content is provided on an "as is" basis and is not intended to be an exhaustive representation, nor does it provide advice or create a customer relationship between FERAD, buzgate.org, its affiliates and any other organization named herein, and any reader.
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