Final Exam Flashcards
full general liability
informal formation
business license required
individual taxation
solo owner has total control
Sole Proprietorship
full personal liability
formal/informal formation based on articles on partner profit splitting
requires two or more owners
RUPA
flow-through taxation
split profits and losses equally
General Partnership
failure to file leads to personal liability
at least one general partner
RULPA
Limited partner has limited liability and is only financially invested
flow-through taxation
General partner manages and operates business
If limited partner tries to manage, they lose limited liability shield
Limited Partnership
for personal, professional, malpractice, and supervised for torts
formation for lawyers, accountants, and doctors
malpractice insurance required
partners can manage business
flow-through taxation
Limited Liability Partnership (LLP)
no personal liability
required to elect LLLP status
one or more owners may manage
flow-through taxation
LLLP
no personal liability
can form with only one person
required IRS election
one manager or more can manage
flow-through taxation
Limited Liability Corporation (LLC)
watered shares of stock
articles of incorporation, name, number of stocks, and statutory agent needed to form
lasts forever
RMBCA
centralized management
double taxation
C Corporation
watered shares of stock
corporate veil issues
no more than 100 stockholders
1 class of stock
no corporate stockholders
centralized/individual management
individual taxation
S Corporation
no personal liability except for malpractice
same formation as a C corporation
centralized management
tax depends on type of corporation
PC Corporation
There are no real formal requirements to form a sole proprietorship (true/false)
True
Sole proprietorship owner’s personal assets are liable and attachable to business performance
someone could sue the business and end up taking owner’s personal assets (true/false)
True
Partners are mutual principles
They share duties, responsibilities, and liabilities (true/false)
True
Partners do not file taxes together
They file separate (true/false)
True
C corporations are double taxed (true/false)
True
Limited partners can manage company (true/false)
False
What requires shareholder approval?
Mergers and Acquisitions
This corporation gets rid of double-level taxation.
Subchapter S Corporation
What is a regular corporation?
C Corporation