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Entity Formation

The decision on what entity structure to form when starting a business or combining businesses, is an important and often confusing decision. Attorneys at AnunobiLaw can assist you in evaluating the optimal entity structure for you taking into consideration your unique situation, your tactical and strategic goals, your resource constraints as well as your specific risk profile.

An S-corporation (s-corp) is a closely held corporation that has elected to be taxed under Subchapter S of Chapter 1 of the Internal Revenue Code. Generally, S-corps do not pay any federal income taxes because the corporation’s income or losses are passed through to the shareholders.

S-Corporation

An independent and distinct entity from its owners or shareholders. Corporations have legally enforceable rights including the ability to acquire debt, acquire, hold and transfer property. The shareholders are insulated from liability for the corporation’s obligations and may or may not participate in management of the business.

C-Corporation

An association of two or more persons to carry on a business for profit as co-owners. Each partner is jointly and severally liable for the partnership’s obligations.

Partnership

A partnership in which some or all partners have limited liabilities. In an LLP, a one partner is not liable for the misconduct or negligence another partner.

Limited Liability Partnership

A hybrid business entity that has certain properties of a corporation and a partnership or sole proprietor. It is generally more flexible than a corporation and offers the ability to pass through income similar to a partnership; however, the owners may elect that the LLC be treated like a corporation for tax purposes—in which case the LLC will be taxed on its income.

Limited Liability Company

Legal documents that express the rights and responsibilities of each business owner and how the agreements of the owners regarding how the business entity will be operated. The primary governing document for corporations [and s-corps] is the shareholder agreement. The primary governing documents for LLCs and Partnerships are the operating agreement and partnership agreements respectively.

Governing Documents