Sole
Proprietorship
C Corporation S Corporation Limited Liability
Company
Liability Yes, unlimited personal liability
No personal liability for shareholders No personal
liability for
shareholders
No personal liability for members
Operational
Requirements
Few legal requirements
Board of Directors, Annual Meeting, Annual Reporting
Board of Directors, Annual Meeting, Annual Reporting
Some formal requirements; less formal than
corporations
Who legally obligates the business and are responsible for decisions? Sole Proprietor Officers/Directors Officers/Directors Member/Manager
Taxation Individual Sole Proprietor tax rate
Tax paid at corporate level. If dividends are distributed to shareholders, dividends also taxed at individual level
(Double taxation)
Corporate profits taxed at individual shareholder rate
 
Transfer of interests Can sell business to another
Shares of stock can be transferred, may be subject to securities law
IRS regulations on who can own stock
If structured properly, no tax at entity level; income/loss passes through to members
Death or owner leaves
Automatic dissolution
Corporation continues Corporation
continues
Subject to Articles of Organization or Operating Agreement