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Sole Proprietorship Formation

Not Formal-Start Working

General P. Formation

two or more persons carrying on a business for profit, may be express or implied, written or oral, or by estoppel - UPA fills gaps

Limited Partnership Formation

certification filed with Sec. of State - must have at least one general partner and at least one limited partner

Sole Pro. Management

one person (self) or hire manager

Gen. P. Mgmt

equal voice, unless otherwise agreed - majority rules; any decisions that change nature of parnership must be unanimous.

Limited Part. MGMT

general partners have equal voice, unless otherwise agreed - majority rules; limited partners cannot participate

Sole P. Termination

Stop Working

Gen P Term.

any change in partners, or by agreement

Limited Part. Term.

change in general partners; limited partners may freely transfer interests

Sole P. Taxation

Ordinary income

Gen. Part. Tax.

flow-through - partners taxed on income as ordinary income whether money received or not - partnership not taxed

Limt. Part. Tax

tax same as Gen. partnership

S. P. Liability

unlimited in tort or K

Gen. Part. Liability

Unlimited in tort or K, joint and several liability

Limited Part. Liability

general partners have unlimited liability, limited partners have limited liability

S.P. Profit & Loss

all to sole proprietor

G.Part. Profit and Loss

profits and losses shared by agreement or equally if not agreed, losses shared in same proportion as profits if not agreed

L. Part. Profit and Loss

limited partners share according to agreement, generals share according to agreement

S.P. Agency

sole proprietor is P-may appoint A

Gen. Part. Agency

partnership is the principal individual, partners are the agents; note presence of apparent authority, may appoint agents

Lim. Part. Agency

general partners are agents of partnership, limited partners are not

S. P. Legal Entity


Gen. Part. Legal Entity

No, for legal and tax purposes - if sued, then names of partners and then d/b/a

Lim. Part. Legal Entity

gives notice to public of limited nature, e.g. in name; more qualities of legal entity

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