Corporations General Limited Limited Limited

Partnership Partnership Liability Liability

Partnership Company
Liability of Shareholders Partners General Partners Members not
Owners generally not personally partners generally personally
personally liable for personally liable for own liable for LLC’s
liable for obligations of liable for all acts but not obligations
corporate the partnership; partnership acts of others;
obligations RUPA requires obligations; under some
exhaustion of limited partners statutes may be
partnerships generally are liable for
assets first. not. partnership k’s
too.
Management Generally Partners Generally Partners Members may
managed by manage. managed by manage manage or
officers who are general appoint
controlled by partner(s); managers
directors; limited partners
shareholders may have
generally have certain voting
no rights
management
rights.
Taxation Firm-taxation May choose May choose May choose May choose
firm-taxation or firm-taxation or firm-taxation or firm-taxation or
pass-through pass-through pass-through pass-through
taxation. ` taxation taxation taxation
Formation Must file articles Can be formed Must file Must file articles Must file articles
Requirements of incorporation by oral or certificate of of limited of organization
with state. written limited liability with state
agreement of partnership with partnership with
through state state
conduct
Transferabilit Shareholders Partners cannot Partners— Partners Members
y of generally free transfer their whether general generally generally can
Ownership to transfer their full ownership or limited— cannot transfer freely transfer
ownership interest without cannot transfer their full their financial
interests at will. unanimous their full ownership rights but
consent. ownership without cannot transfer
interest without unanimous their
unanimous consent management
consent rights without
unanimous
consent