CH. 15 - Entities Overview Flashcards
(88 cards)
Corporation
business entity recognized as a separate entity from its owners under state law.
Limited liability company (LLC)
a type of flow-through entity for federal income tax purposes. By state law, the owners of the LLC have limited liability with respect to the entity’s debts or liabilities. Limited liability companies are generally taxed as partnerships for federal income tax purposes.
Limited liability companies are generally taxed as ________ for federal income tax purposes.
partnerships
General partnership (GP)
a partnership with partners who all have unlimited liability with respect to the liabilities of the entity.
Limited partnership (LP)
a partnership with at least one general partner with unlimited liability for the entity’s debts and at least one limited partner with liability limited to the limited partner’s investment in the partnership.
Sole proprietorship
a business entity that is not legally separate from the individual owner of the business. The income of a sole proprietorship is taxed and paid directly by the owner.
Articles of incorporation
a document, filed by a corporation’s founders with the state, describing the purpose, place of business, and other details of the corporation.
True or false: state laws consider LLCs to be the same legal entity as its owners
False; state law considers LLCs to be separate legal entities from its owners
Certificate of organization
a document, filed by a limited liability company’s founders with certain states, describing the purpose, place of business, and other details of the company.
Articles of organization
a document, filed by a limited liability company’s founders with certain states, describing the purpose, place of business, and other details of the company.
Partnership agreement
an agreement among the partners in a partnership stipulating the partners’ rights and responsibilities in the partnership.
Certificate of limited partnership
a document limited partnerships must file with the state to be formally recognized by the state. The document is similar to articles of incorporation or articles or organization.
Under state law, ________ is responsible for payment of a corporation’s liabilities
the corporation itself, not the shareholders
Who is responsible for an LLCs liabilities?
The LLC itself, not its members
For entities formed as partnerships, who is responsible for the liabilities of the partnership?
All general partners are ultimately responsible
True or false: limited partners are not responsible for the partnerships liabilities
True!
However, they are not allowed to actively participate in the activities of the business
What are the key facts to legal classification and nontax characteristics of business entities?
-State law generally classifies business entities as either corporations, limited liability companies, general partnerships, limited partnerships, or sole proprietorships
-Corporations and limited liability companies shield all their owners against the entities liabilities
-Corporations are less flexible than other business entities but are generally better suited to going public
Initial public offering (IPO)
the first sale of stock by a company to the public.
True or false: state laws prohibit shareholders from directly amending corporate governance rules and from directly participating in management.
True! they have only the right to vote for corporate directors or officers
True or false: LLC members generally do not have the right to amend the LLC operating agreement, provide input, and manage LLC
False–they do have the right.
True or false: a business’s legal form is the same as its tax form
False – it can be different
For tax purposes, business entities can be classified as either ________ or ________
separate taxpaying entities or flow-through entities
Flow-through entities
legal entities, like partnerships, limited liability companies, and S corporations, that do not pay income tax. Income and losses from flow-through entities are allocated to their owners.
Separate taxpaying entities pay taxes on ___________
their own income