Business Law

Are you thinking about starting a new business? What organizational form do you want to use for that business? Do you want to set it up as a proprietorship, a partnership, a corporation, or a limited liability company? If you haven’t thought about these questions, you should.Choosing the right organizational form for your needs will not guarantee success for your venture, but choosing the wrong form could contribute to its failure.

The following is a brief description of the differences and distinctions among the various organizational forms. If you have more specific questions, please contact us. We will be happy to help you set up your business.

• Proprietorship
• | Corporation
• | Limited Liability Comp.
• | General Partnership

1. Proprietorship

• Owns all assets
• Absolute control
• Has all liabilities

• Simplest form of organization
• No organizational costs
• No separate tax return required
• Business loss carries forward

• Unlimited liability for the owner
• No opportunity for other investors
• Limitations on certain tax benefits
• No continuity of existence

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2. Corporation

• Owned by shareholders
• Goverened by directors
• Limited liability
• Operated by officers

• Limited liability for all shareholders
• Flexible organizational structure
• Perpetual existence

• Formal recordkeeping requirements
• Higher organizational cost
• Unfavorable tax consequences

• Limited liability for all shareholders
• Flexible organizational structure
• Perpetual existence
• Favorable tax treatment

• Limited number of shareholders
• Formal recordkeeping requirements
• Higher organizational cost
• Limited deductibility of fringe benefits

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3. Limited Liability Company

• Owned by members
• Goverened by manager (optional)
• Operated by officers
• Limited liability

• Limited liability for all members
• Flexible ownership
• Favorable tax treatment as partnership

• High organizational cost
• Formal organizational requirements
• Self-employment tax liability

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4. General Partnership

• Equal owners
• Equal control
• Total liability

• Flexible ownership
• Relatively simple organization
• Favorable tax treatment

• Unlimited liability for all partners
• Restricted transferability of ownership
• Separate tax return required
• No continuity of existence

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Firm Recognition

The Firm is pleased to announce that Rod Forbes has been named a fellow of LITIGATION COUNSEL OF AMERICA. The LITIGATION COUNSEL OF AMERICA is an invitation- only trial lawyer honorary society.  Membership is limited to 3,500 Fellows, representing less than one-half of one percent of American lawyers.