|
比較 |
組織形態 |
|
|
Sole Proprietorship
(獨資) |
Partnership
(合夥) |
Limited Liability Company
(責任有限公司) |
General Corporation
(一般公司) |
S-Corporation
(S章程公司) |
Formation
(成立) |
No State Filing
Required |
May Require State
Filing |
State Filing Required |
State Filing Required |
State Filing Required. Within 60-75 days of Formation, IRS filing of Subchapter S election |
Liability
(責任) |
Unlimited
Personal Liability |
Typically,
Unlimited
Personal Liability |
Typically, Members are not personally liable for debts of the
LLC |
Typically, Shareholders are not personally liable for debts of
the Corporation |
Typically,Shareholders are not personally liable for debts of
the Corporation |
Number ofOwners
(組成人數) |
1 |
2 or more |
Minimum 1 allowed in most States |
Unlimited |
Not more than 75(require US green card or citizenship) |
Raising Capital
(資本) |
Contribution often
limited to individual’s funds |
Typically,
Contribution often limited to partner’s
fund |
Potential to sell interests, contingent upon operating agreement restrictions |
Shares of stock are usually sold to raise capital |
Shares of stock are usually sold to raise capital |
Taxation
(稅務) |
Not a separate
table entity.
Owners pay all of
the taxes |
Not a separate
table entity.
Partners pay all of the taxes |
Not taxed at entity level if properly structured. Profit/Loss passed through
directly to the
members |
Taxed at the entity
level and
shareholders
receiving
dividends are
taxed at individual
level |
Not taxed at the
entity level and
Shareholders are
taxed at the
individual level for
profit/loss |
Formalities
(拘束) |
Minimum Legal
Requirement |
Minimum Legal
Requirement |
Less formal
meetings and
minutes are
required than for
corporations.
State Reporting
Required |
Board of Directors
formal meetings,
minutes and
annual State filing
are required |
Board of Directors
formal meetings,
minutes and
annual State filing
are required |
Management
(管理) |
Owner has full
control and
responsibility of
management,
operations, and
day to day activities |
Partners have an
Partnership
agreement that
outlines
management
responsibilities |
Members have an
operating
agreement that
outlines
management
responsibilities |
Shareholders
elect Board of
Directors to
appoint Officers
for day to day
management |
Shareholders
elect Board of
Directors to
appoint Officers
for day to day
management |
Existence
(存在) |
Typically ceases
doing business
upon the death of
the Owner |
Typically ceases
doing business
when the
Partnership is
dissolved |
Perpetual unless
otherwise
specified
|
Perpetual unless
otherwise
specified
|
Perpetual unless
otherwise specified
|
Transferability
(移轉) |
Ownership
non-transferable |
Typically,
non-transferable |
Contingent upon
operating agreement
restrictions |
Shares of stock
are transferred with ease |
Shares of stock are easily transferred with ease after observing all IRS regul |
