Characteristics
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Sole Proprietor
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General Partnership
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LLC
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Corporation
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Formation
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One individual conducting business. No state permission required
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Agreement of parties involved. No state permission required
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File Articles of Organization with AZ Corporation Commission
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File Articles of Incorporation with AZ Corporation Commission
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Duration
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Dissolved by decision of owner, death or bankruptcy of owner
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Dissolved by agreement of partners, death of partner or bankruptcy
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Can expire on a designated date or be perpetual
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Perpetual
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Liability
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Proprietor Owner has unlimited liability
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Partners have unlimited liability
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Members not liable for the debts or obligations of the LLC
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Shareholders not personally liable for the debts or obligations of the Corporation
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Simplicity of Operation
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Very Simple
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Relatively few legal requirements
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Some formal requirements but less formal than corporations
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Formality of Board of Directors, officers, annual meetings and annual reporting
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Management
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Solely operated by proprietor
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Typically each partner has an equal voice unless otherwise arranged
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Managed by Member(s) or Manager(s). The Operating Agreement is the governing document.
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Managed by the board of directors who are elected by the shareholders. The bylaws are the governing document.
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Taxation
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Owner is subject to self-employment tax on all earnings and can deduct losses against other sources of income
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Each partner is subject to self-employment tax on all earnings and can deduct losses against other sources of income
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If properly structured there is no tax at the entity level. Income/loss is passed through to members of the LLC
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C-Corp: Corporation is a taxable entity.
S- Corp: No tax at entity level. Income / loss is passed through to the shareholders
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Pass-Through Income/Loss
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Yes
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Yes
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Yes
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C-Corp: No, corporate losses can't be deducted by shareholder
S-Corp: Yes
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Double Taxation
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No
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No
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No
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C-Corp: Yes
S-Corp: No
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Cost of Creation
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None
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None
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Filing fee with the state
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Filing fee with the state
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Raising Capital
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Contributions from proprietor
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Contributions from partners or an addition of more partners
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Possible to sell interests. Subject to operating agreement restrictions
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Sell shares of stock to raise capital
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Transferability of Interest
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No
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No
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Yes, subject to operating agreement
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Shares of stock in a corporation are transferable subject to bylaws
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