Comparison of LLC with Other Forms of Business

FACTORLIMITED LIABILITY COMPANYC
CORPORATION
S
CORPORATION
GENERAL PARTNERSHIPLIMITED PARTNERSHIP
LiabilityLimited liability for members even if participate in management.Limited Liability for shareholders even if participate in managementLimited Liability for shareholders even if participate in managementNo Limited Liability; all Partners jointly & severally liable for all debts of business.Limited Liability for limited partners who do not participate in management of business.
Manage>mentBy all members unless manager(s) appointedBy Board of DirectorsBy Board of DirectorsBy all PartnersBy General Partner
Number of MembersNo Maximum; requires at least two membersNo Maximum35 Maximum; only individuals; no corporations or trustsNo Maximum; requires at least twoNo Maximum; requires at least two
Transferability of interestsRestricted; requires consent of at least majority of other membersNo restrictionsNo restrictionsRestricted unless authorized by partnership agreementRestricted unless authorized by partnership agreement
Different Classes of InterestsPermittedPermittedOnly One Class of Stock permittedPermittedPermitted
Federal Income TaxNone at LLC level34% on corp. plus tax on all distributions to ShareholdersNo Corporate level taxNone on PartnershipNone on Partnership
State Income TaxNone at LLC level4.8% on CorporationNo Corporate level taxNone at Partnership levelNone at Partnership level
State Personal Property Replacement Tax1.5%2.5%1.5%1.5%1.5%
Franchise TaxNone1/10 of 1% of Paid-in-Capitol1/10 of 1% of Paid-in-CapitolNoneNone
Filing Fees$500 to organize$100$100No filing fees required$75


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