This is a business run by one individual for their own benefit. It is the simplest form of business organization. Proprietorships have no existence apart from the owners. The liabilities associated with the business are the personal liabilities of the owner, and the business terminates upon the proprietor's death. The proprietor undertakes the risks of the business to the extent of their assets, whether used in the business or personally owned. Show Single proprietors include professional people, service providers, and retailers who are "in business for themselves." Although a sole proprietorship is not a separate legal entity from its owner, it is a separate entity for accounting purposes. Financial activities of the business (e.g., receipt of fees) are maintained separately from the person's personal financial activities (e.g., house payment). Partnerships–General and LimitedA general partnership is an agreement, expressed or implied, between two or more persons who join together to carry on a business venture for profit. Each partner contributes money, property, labor, or skill; each shares in the profits and losses of the business; and each has unlimited personal liability for the debts of the business. Limited partnerships limit the personal liability of individual partners for the debts of the business according to the amount they have invested. Partners must file a certificate of limited partnership with state authorities. Limited Liability Company (LLC)An LLC is a hybrid between a partnership and a corporation. Members of an LLC have operational flexibility and income benefits similar to a partnership but also have limited liability exposure. While this seems very similar to a limited partnership, there are significant legal and statutory differences. Consultation with an attorney to determine the best entity is recommended. CorporationA corporation is a legal entity, operating under state law, whose scope of activity and name are restricted by its charter. Articles of incorporation must be filed with the state to establish a corporation. Stockholders' are protected from liability and those stockholders who are also employees may be able to take advantage of some tax-free benefits, such as health insurance. There is double taxation with a C corporation, first through taxes on profits and second on taxes on stockholder dividends (as capital gains). Small Business Corporation (S-Corporation)Subchapter S-corporations are special closed corporations (limits exist on the number of members) created to provide small corporations with a tax advantage, if IRS Code requirements are met. Corporate taxes are waived and reported by the owners on their individual federal income tax returns, avoiding the "double taxation" of regular corporations. Advantages/DisadvantagesSole Proprietorship
Partnership
Limited Liability Company
Corporation/S-Corporation
Unlimited liability means liability that’ s not capped by law or a contract. A single owner or joint owner of a company has unlimited liability when they are fully liable for all of the company’s financial and non-financial liabilities. A company’s liabilities may include, for instance, damages assessed against the firm in lawsuits or other litigations. The qualifier "unlimited" refers to the limits between the business entity and its owners. When business owners have unlimited liability, they can be fully responsible for their company’s debts and other financial obligations and must cover for them from their personal assets An example of unlimited liability is a business created by an individual. For instance, suppose that an entrepreneur creates a construction business. They set up their business as an individual so they and their company are legally the same. If the company gets into financial trouble and is unable to pay its debts, creditors will use the entrepreneur’s personal assets to pay the company’s debts. The owners of a business have unlimited liability when there is no legal separation between the owners and the business entity. The owners are responsible for all liabilities and debts of the business. If the business lacks the funds to pay its debts or meet other liabilities, the owners must use their personal assets to satisfy those obligations. Two types of business organizations have unlimited liability: sole proprietorships and general partnerships. A sole proprietorship is when an individual has total control over a business. Because the individual and the business constitute one legal entity, the individual’s personal assets can be used to satisfy the business’s financial obligations. A general partnership consists of two or more people who have agreed to go into business together. Unless the partnership agreement states otherwise, the partners share equally in the profits and losses of the business. Each partner has the authority to make decisions that create obligations for the others. For instance, if one partner signs a mortgage agreement on behalf of the partnership to purchase a commercial building, the other partners will share liability for the debt.
An option to a general partnership is a limited partnership, which includes both limited partners and general partners. Only the general partners have unlimited liability.
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Prospective business owners can avoid the risks associated with unlimited liability by establishing their business as either a limited liability company (LLC) or a corporation. Both types of organizations shield owners from personal liability for the company’s debts and financial obligations. An LLC has elements of a partnership and a corporation. The company may be owned by one or more individuals, corporations, or other businesses, which are called members. State laws dictate how an LLC may be created. The company’s operating agreement determines how profits and losses are distributed to members.
LLC's aren't subject to taxation. Instead, members pay federal and state taxes on their share of financial distributions. A corporation is a legal entity owned by shareholders and overseen by a board of directors. The board appoints corporate officers, who carry out the board’s policies and run the company’s day-to-day operations. Shareholders aren’t liable for the company’s debts and other financial obligations. Directors and officers aren’t liable as long as they haven’t breached their fiduciary duties to the shareholders.
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