Compare Entity Types
Item | Limited Liability Company | Corporation | Limited Partnership | S Corporation |
Transfer of Interest |
Only economic rights are transferable; transfer of management rights requires consent of members. | Stock is freely transferable, subject to any Shareholder Agreement. | Partners may agree in advance that an assignee acquires the assignor's voting rights. | Stock is freely transferable, subject to any Shareholder Agreement. |
Withdrawal | Members may withdraw and receive the value of their interest, subject to agreement to the contrary. | No right to withdraw. | Partners may withdraw and receive the value of their interest, subject to agreement to the contrary. | No right to withdraw. |
Management | Managed by all the members, subject to the agreement to the contrary. Managers need not be members. Members may exercise control without liability for LLC debts. | Managed by a board of directors, elected by the shareholders. | Managed by the general partners. Limited partners may be liable if the exercise control. | Managed by a board of directors, elected by the shareholders. |
Dissolution | Dissolved upon the death, withdrawal, removal or other member disassociation, subject to contemporaneous consent of members to continuation. | Dissolved upon vote of directors and shareholders. | Same as LLC, except the partnership agreement may permit continuation after a partner disassociation, so long as at least one general partner remains. | Dissolved upon vote of directors and shareholders. |
General Tax Treatment | One tax at the member level. | Double tax at corporate and shareholder level. | One tax at the partner level. | One tax at the shareholder level, subject to certain taxes imposed on the corporation. |
Number of Investors | No limitation. | No limitation. | No limitation. | 100 or less. |
Eligible Investors | No limitation. | No limitation. | No limitation. | Its only shareholders are individuals, estates, excempt organizations described in section 401(a) or 501(c)(3), or certain trusts described in section 1361(c)(2)(a). See the instructions for Part III regarding qualified subchapter S trusts (QSSTs). |
Classes of Ownership | May create different classes of members. | May have common or preferred classes. | General and limited partners; different classes of limited partners permitted. | One class of stock only, but voting differences permitted. |
Tax Year | Generally, the same tax year as the members who own a majority interest in profits and capital, unless a business purpose is established or an election to use non-required tax year is made. | Any year, except for personal service corporations. | Generally, the same tax year as the partners who own a majority interest in profits and capital, unless a business purpose is established or an election to use non-required tax year is made. | Generally, must be a calendar year unless it establishes a business purpose for a fiscal year or an election to use a non-required tax year is made. |