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Business Formation | |
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Forms of Business Entity The most common formations of business entities are:
§ General Partnership
§ Limited Partnership
Sole Proprietorship In a sole proprietorship, an individual engages in business personally rather than by means of a separate entity such as a corporation.
An individual avoid many of the formalities and reporting requirements associated with other forms of business organization. You can meet the formation requirement by filing your business under a factious business name in the County Registrar’s office where you establish your business.
Unlike a corporation of a limited liability company, a sole proprietor pays no corporate tax or Franchise fees;
The proprietor is personally liable for the obligations of the business. Corporation (Including S Corporation)
A corporation is a limited liability entity. None of the owners/shareholders are personally liable for the obligations of the corporation.
A corporation and its shareholders are subject to "double taxation," meaning the corporation pays tax on its income and the shareholders pay tax on dividends received from the corporation, and the corporation is not allowed to deduct dividends as an expense. S CorporationIf a corporation makes a valid S corporation election, the corporation's net profits, losses, and tax credits are passed through to the corporation's shareholders, without being taxed to the corporation. Thus, S corporations are treated similarly to partnerships. General PartnershipA GP is an association of two or more persons to carry on as co-owners of a business for profit that is not a limited partnership. A general partnership has the following characteristics: (1) Each partner can bind the partnership in its ordinary course of business (2) Each partner is personally liable for the obligations of the partnership Joint Venture A joint venture is an entity formed for a limited or temporary business purpose. Joint ventures have generally been treated as general partnerships under California law. However, LLCs may become the entity of choice for many limited purpose business ventures. A general partnership is generally not subject to federal or California income or franchise tax. Limited PartnershipA limited partnership is a partnership with “limited partners” and “general partners.” "limited partners" do not participate in the control of the business and do not personally liable for the obligations of the partnership;” "general partners" actively engage in the management and control of the business and have unlimited personal liability for the obligations of the partnership. A limited partnership is generally not subject to federal or California income tax. Unlike a general partnership, a limited partnership is subject to an annual franchise tax of $ 800. Limited Liability PartnershipIn California, LLP formation is limited to lawyers, accountants, and architects and California authorizes foreign LLPs. An LLP is a form of general partnership in which the liability of each partner may be limited. A partner is relieved of liability for the negligence, wrongful acts, and misconduct of another partner and of employees and agents of the LLP. However, partners are not relieved of liability for their own negligent or wrongful acts or misconduct, or for the negligent or wrongful acts or misconduct of any person acting |
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