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	C CORPORATION	S CORPORATION	LIMITED LIABILITY COMPANY	GENERAL PARTNERSHIP	LIMITED PARTNERSHIP	LIMITED LIABILITY PARTNERSHIP
Creation	Filing Articles of Incorporation	Filing Articles of Incorporation	Filing Articles of Organization	Oral or written – though written highly recommended	Filing certificate of limited partnership with Dept. of State	Filing Statement of Qualification with the Dept of State
Duration of Entity's Life	Can be perpetual	Can be perpetual	Can be perpetual – withdrawal of member does not trigger dissolution	Dissolves on withdrawal of a general partner unless agreement provides otherwise	Dissolves on withdrawal of a general partner, unless there is another partner authorized to continue the business.	Same as general partnerships
Number of Owners	At least one – no maximum	Limited to 35 in Florida and restrictions on who can be shareholders	At least one – no maximum	At least two partners – no maximum	At least two partners and at least one must be a general partner.	At least two partners, no maximum
Classes of Ownership Interests	Multiple classes permitted	Only one class permitted (though may be differences in voting rights)	N/A	N/A	N/A	N/A
Extent of Liability	Limited to capital contribution	Limited to capital contribution	All members have limited liability	Unlimited liability	Unlimited liability for general partner; limited partners have limited liability except when they substantially participate in a capacity other than as an employee of an entity general partner.	All partners have limited liability
Liability for Entity's Debts	Shareholders not personally liable for corporation's debts.	Shareholders not personally liable for corporation's debts	Members not personally liable for LLC's debts.	All partners liable for partnerships debts.	General partners liable for partnership's debts.	General partners are protected from personal liability for partnership obligations arising in both contract and and tort.
Participation in	Generally	Generally restricted	All members can	All partners	Participation of	All partners
Management	restricted to the Board of Directors	to the Board of Direct	participate in managing the LLC	participate in managing the partnership	limited partners in management is restricted.	participate in managing the partnership.
Election Required	No election required	Form 2553 must be filed by the 15 th day of the 3 rd month of the year of formation	No election required. LLC is deemed to be a partnership unless Form 8832 is filed to treat the LLC as an association taxes as a corporation.	No election required.	No election required.	No election required.
Income Tax on the Entity's Income	Double taxation applies. At the corporate level, and at the shareholder level when earnings are distributed as individuals.	Generally no tax at the corporate level. Shareholders pay tax on their pro rata share of the corporate income.	No income at the entity level. The members will pay tax on their pro rata share in the profit of the LLC.	No income at the entity level. The members will pay tax on their pro rata share in the profit of the GP.	No income at the entity level. The members will pay tax on their pro rata share in the profit of the LP.	No income at the entity level. The members will pay tax on their pro rata share in the profit of the LP
State Corporate Income Tax	Yes	No	No	No	No	No
State Intangible Tax on Equity Interest	Yes	Yes	Yes	No	No	No

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