Types of Corporate Entities
Entity Type↕ | Taxation↕ | Personal Liability↕ | Ownership Limits↕ | Best For↕ | Biggest Drawback↕ |
|---|---|---|---|---|---|
Sole Proprietorship | Pass-through, Schedule C | Unlimited personal liability | One owner | Freelancers testing an idea | Personal assets fully exposed to lawsuits |
General Partnership | Pass-through, Form 1065 | Unlimited joint and several | 2+ partners | Simple multi-person ventures | Any partner can bind the firm and share debts |
Limited Partnership (LP) | Pass-through | General partners unlimited, limited partners protected | At least 1 GP and 1 LP | Real estate and VC fund structures | General partner still carries full liability |
LLC (Single-Member) | Disregarded (Schedule C) | Limited to business assets | One owner | Solo consultants and small businesses | Self-employment tax on all profit |
LLC (Multi-Member) | Partnership by default (Form 1065) | Limited | Unlimited members | Small businesses with partners | Operating agreement needed to avoid disputes |
S-Corporation | Pass-through, salary + distribution | Limited | Max 100 US shareholders, one class of stock | Profitable small businesses saving SE tax | Must pay reasonable salary, more paperwork |
C-Corporation | Double taxation (21% corp + dividend tax) | Limited | Unlimited shareholders and share classes | Startups seeking VC or IPO | Double taxation on distributed profits |
Delaware C-Corp | Double taxation | Limited | Unlimited | VC-backed startups (standard for funding) | Must maintain registered agent and franchise tax |
Benefit Corporation (B-Corp) | Same as C or S Corp | Limited | Varies by state | Mission-driven companies (Patagonia, Kickstarter) | Directors balance shareholders with social mission |
Professional Corporation (PC/PLLC) | C or S Corp election | Limited (except malpractice) | Licensed professionals only | Doctors, lawyers, accountants, architects | Does not shield from personal malpractice claims |
501(c)(3) Nonprofit | Tax-exempt (with IRS approval) | Limited | No owners, governed by board | Charities, foundations, religious organizations | No owner equity, strict rules on lobbying and profits |
Cooperative (Co-op) | Pass-through to members | Limited | Member-owned, one vote each | Agricultural, consumer, worker collectives | Slower consensus decision-making |
Series LLC | Pass-through | Separate liability per series | Varies by state | Real estate investors holding multiple properties | Not recognized in all states, legal gray areas |
Public Benefit Corporation | C-Corp taxation | Limited | Unlimited | IPO-bound mission companies (Allbirds, Warby Parker) | Must report on public benefit performance |
Close Corporation | Usually S-Corp election | Limited | Typically under 30-35 shareholders | Family businesses wanting to avoid formalities | Not available in every state |
L3C (Low-Profit LLC) | Pass-through | Limited | Varies | Social enterprises taking program-related investments | Being phased out, only recognized in some states |
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