CHOOSING YOUR DELAWARE BUSINESS ENTITY
Quick Reference Guide
|Type of Entry||Filing Required||Separate Entity From Owners?||Personal Liability||Centralized or Decentralized Management?||Taxed as Separate Entity?||Min # of Investors|
|Limited Liability Partnership||Yes||Yes||—2||Either||No||2|
|Limited Liability Company||Yes||Yes||No||Either||—5||1|
1 Close and professional corporation may elect S Corporation for federal tax purposes.
2 Partners remain liable for their own negligence or willful misconduct.
3 General partner remains liable for partnership obligations; limited partners not liable.
4 Advanced techniques do exist to structure limited partnership with only one investor.
5 Generally can elect to be taxed as a corporation or as a partnership.
6 Generally can elect to be taxed as a corporation or as a partnership.
7 A trustee is required in addition to the investor.