Special Types of Corporations Flashcards
What is a professional corporation?
A corporation statutorily limited to one licensed profession, unless other state law allows a professional to practice a combination of professions
Does a professional corporation shield an employee from liability arising from his malpractice?
No, but it may protect against vicarious liability from other licensed professionals in the PC
What is an S corporation?
A corporation in which the income and expenses of the corporation are passed through to shareholders
Contrast with a āCā corporation, which is a separate taxable entity from its shareholders
What is a benefit corporation?
A corporation with a general or specific public benefit as one of its purposes.
How are LLCs treated for state tax purposes by Pennsylvania?
The same as corporations
How is an LLC created?
By filing a certificate of organization with DOS
What tax advantages does an LLC enjoy?
Pass-through tax advantages, like partnerships
Are the members or managers of an LLC liable for the obligations of the LLC?
No, not solely for being a member or manager
When may an LLC not make distributions?
When doing so would violate either the equity-insolvency test or the balance-sheet test
Does transferring a membership interest in an LLC give the transferee a right to participate in the management?
No, they only get the right to share in profits and losses
Does withdrawal from an LLC automatically trigger dissolution?
No
