|
"C" Corporation |
"S" Corporation |
General Partnership |
Limited Partnership |
Limited Liability Company |
Formation |
File Articles of Incorporation with Arizona Corporation Commission (ACC). |
File Articles of Incorporation with Arizona Corporation Commission (ACC) - Limit of 35 Shareholders - Shareholders must be individuals. |
No formal requirements. |
File Certificate of Limited Partnership with Secretary of State. |
File Articles of Organization with Arizona Corporation Commission - no limit on numbers of members - members
may be individuals or corporations. |
Liability |
Shareholders generally not liable for corporation's obligations. |
Shareholders generally not liable for corporation's obligations. |
All general partners are "jointly and severely" liable for partnership obligations. |
Unlimited joint and several liability for general partners - limited liability for limited partners if they do not participate in management. |
Members generally not liable for LLC obligations. |
Continuity Of Existence |
Perpetual existence. |
Perpetual existence. |
Generally partnership dissolves upon death, withdrawal, or bankruptcy of a partner - remaining partners must wind up its affairs unless they agree to continue partnership. |
Generally dissolves upon death, withdrawal, or bankruptcy of general partner - it must wind up its affairs unless limited partners choose a new general partner to continue the business. |
Generally dissolves upon death, withdrawal, or bankruptcy of a member - members must wind up its affairs unless members agree to continue LLC. |
Transfer Of Interests |
Shares are freely transferable. |
Shares are freely transferable, subject to limitation of 35 total shareholders and that shareholders must be individuals. |
Generally, general partners' consent is needed for transfer of a partner's rights. By agreement, a limited partner may transfer his limited partnership rights without consent. |
Consent of all members needed for transfer of all a member's rights; member consent not needed for assignment of economic rights only. |
Consent of all members needed for transfer of all a member's rights; member consent not needed for assignment of economic rights only. |
Profits And Losses |
Profits shared by shareholders through dividends. |
Profits shared by shareholders through dividends; profits and losses for tax purposes pass through to shareholders. |
Profits and losses shared by partners pursuant to partnership agreement; profits and losses for tax purposes pass through partners. |
Profits and losses shared by partners pursuant to partnership agreement; profits and losses for tax purposes pass through to partners. |
Profits and losses shared by partners pursuant to operating agreement; profits and losses for tax purposes pass through to partners. |
Management |
Directors who are elected by shareholders manage corporation; Directors elect officers to run day to day operations. |
Directors who are elected by shareholders manage corporation; Directors elect officers to run day to day operations. |
General partners manage business affairs; each partner has authority to bind partnership. |
General partners (not the limited partners) manage the business; only a general partner has the authority to bind the limited partnership. |
Either members or managers may manage business; authority to bind LLC is set forth in the operating agreement. |
