exhibit terms Flashcards
method of creation; sole proprietorship,partnership, limited liability partnership, limited partnership, limited liability company, corporation
sole proprietorship;
Created at will by owner.
partnership;
Created by agreement of the parties.
limited liability partnership;
created by agreement of the partners. A statement of qualification, for the limited liability partnership is filed.
limited partnership;
Created by agreement to carry on a business for profit. At least one party must be a general partner on the other(s) limited partner(s). Certificate of limited partnership is filed charter must be issued by the state.
limited liability company;
Created by an agreement of member owners of the company. Articles of organization are filed. Charger must be issued by the state.
corporation:
Authorized by the state under the state’s corporation law
legal position; sole proprietorship,partnership, limited liability partnership, limited partnership, limited liability company, corporation
sole proprietorship;
Not a separate entity. Owner is the business.
partnership;
A traditional partnership is a separate legal entity in most states.
limited liability partnership;
generally treated same as traditional partnership
limited partnership;
Treated as a legal entity
limited liability company;
Treated as legal entity
corporation;
Always a legal entity separate and distinct from its owners- a legal fiction for the purposes of owning property and being a party to litigation.
liability; sole proprietorship,partnership, limited liability partnership, limited partnership, limited liability company, corporation
sole proprietorship;
Unlimited liability
partnership;
Unlimited liability
limited liability partnership;
very spot under the uniform, partnership act liability of a partner for acts, committed by other partners is limited
limited partnership;
Unlimited liability of our general partners. Limited partners are liable only to the extent of the capital contributions.
limited liability company;
Member owners liability is limited to the amount of their capital contribution, or investments
corporation;
Limited liability of shareholders - shareholders are not liable for the debts of the corporation.
duration; sole proprietorship,partnership, limited liability partnership, limited partnership, limited liability company, corporation
sole proprietorship;
Determined by owner; automatically dissolved on owners death
partnership;
Terminated by agreement of the partners,but can continue to do business even when a partner dissociates from the partnership.
limited liability partnership;
remains in existence until cancellation or revocation
limited partnership;
Buy agreement and certificate or by termination of the last general partner, retirement death, and the like or last limited partner
limited liability company,
Unless he’s single member LLC can have perpetual(same as corporation)
corporation;
Can have perpetual existence.
transferability of interest; sole proprietorship,partnership,corporation
sole proprietorship:
interest can be transferred,but individuals proprietorship then ends
partnership:
although partnership internet can be assigned assignee doesn’t have full rights of a partner
limited liability partnership;
interest can be assigned, same as in traditional partnership
limited partnership;
Interest can be assigned(same as in traditional partnership), but if assignee becomes a member, with consent of other partners certificate must be amended
limited liability company;
Member interests are freely transferable
corporation:
shares of stock can be transferred
management; sole proprietorship,partnership, limited liability partnership, limited partnership, limited liability company, corporation
sole proprietorship; completely at owners discretion
partnership;each partner has a direct and equal voice in management unless expressly agreed otherwise in the partnership agreement
limited liability partnership;
Same as in traditional partnership
limited partnership;
General partners have equal voice or by agreement. Limited partners may not retain limited liability if they actively participate in
management.
limited liability company;
Member owners can fully participate in management, or can designate a group of persons to manage on behalf of the members
corporation;shareholders elect directors who set policy and appoint officers
taxation; sole proprietorship, partnership, limited liability partnership, limited partnership, limited liability company,
corporation
sole proprietorship;owner pays personal taxes on business income
partnership;each partnership pays pro rate shares of income taxes on net profits,whether or not they’re distributed
limited liability partnership;
same as traditional partnership
limited partnership;
Generally taxed as partnership
limited liability company;
LLC it’s not taxed, and members or taxed personally on profits “ passed through” the LLC
corporation;double taxation-corporation pays income tax on net profits,with no deduction for dividends and shareholders pay income tax on disbursed dividends they receive
organizational fees,annual license fees,and annual reports ;sole proprietorship,partnership, limited liability partnership, limited partnership, limited liability company, corporation
sole proprietorship;none or minimal
partnership;none or minimal
limited liability partnership;
these are set by each day for filing statements of qualification statements of foreign qualification, and annual reports
limited partnership,
Organizational feet required, but others usually not required
limited liability company,
Organizational fee required. Others vary with states.
corporation;all required
transaction of business in other states; sole proprietorship,
partnership,limited liability partnership limited partnership, limited liability company, corporation
sole proprietorship;generally no limitation
partnership;generally no limitation
limited liability partnership;
must file statement of foreign qualification before doing business in another state
limited partnership;
Generally, no limitation
limited liability company;
Generally no limitation’s, but may vary depending on the state
corporation;normally must quality to do business and obtain certificate of authority
