Business Forms

Question 1

Sole Proprietorship

Answer 1

Sole proprietor is manager, personally liable, taxed

The legal name of the business is the sole proprietor’s legal name (often use DBA)

Question 2

Partnerships

Answer 2

default for multi owners

management
- one managing partner,
- management committee,
- equal votes (default), or
- vote weighted by capital

if managing partner/committee, vote is required on matters “outside of ordinary business”

exhaustion rule
pass through taxation

Question 3

LLPs

Answer 3

file statement of qualification

limited liability for partners (still liable for own negligence, wrongful acts, and misconduct)

Question 4

LP

Answer 4

certificate of limited partnership

general partners manage but not liability shield

limited partners no management rights but liability shield

Question 5

Corporation

Answer 5

articles of incorporation (charter) filed with the state

articles and bylaws required

limited liability for all owners (shareholders)

managed by board of directors with officers as agents

C corp taxation, can be taxed as S corp if 100 or fewer owners