Business Finance, Formation 

& Operations

A corporation is a business entity established under state law that shields shareholders who are acting in the best interests of the corporation from personal liability for the company’s debts and obligations. When a shareholder acts outside of the shareholder agreement or in bad faith not in the best interest of the corporation, One Law Group, S.C. knows what to do.  Corporations typically have shareholders, directors and officers and operate pursuant to bylaws and complicated formalities. One Law Group, S.C. has in-depth experience in drafting Shareholder Agreements, converting entities into corporations, and assisting businesses in seeking investors.

A limited liability company, commonly referred to as an LLC, is a business entity established under state law that offers the owners (members) personal limited liability against the company’s debts and obligations.  An LLC typically requires fewer formalities than a corporation and is a pass-through entity, meaning the members of an LLC typically report their percentage share of the business’ income for personal income tax purposes. One Law Group, S.C. can help you draft your LLC’s Operating Agreement, LLC resolutions, and other LLC records.

Both entities limit the liability of owners—to the extent they are acting in good faith and not acting unlawfully or outside the bylaws or operating agreements.  A corporation requires more administrative formalities than an LLC.  Corporations are subject to double taxation, since the corporation must pay taxes on its profits, and the shareholders must again pay taxes on dividends paid by the corporation out of those profits, unless the corporation is an S-corporation.  Although an LLC often seems more attractive, there are issues of management, investment, control, tax, and other reasons that make a corporation a better option.  Our experienced business attorneys can advise you on the structure most appropriate for your business.

A sole proprietorship usually refers to a for-profit business owned by a single person.  For tax purposes, the owner reports the business’ income as his own personal income, much like a limited liability company. However, sole proprietors do not have liability against the debts, responsibilities, obligations, or lawsuits filed against the sole proprietorship, leaving personal and family assets at risk.

A general partnership (GP) is a for-profit business with two or more people who have an ownership interest in the business.  For tax purposes, the partners report their share of the business income from the general partnership. General partners have authority to run the regular operations of the partnership business and are liable for the debts and obligations of the business. In a general partnership, all partners can be held liable for one general partner’s wrongdoing, breaches of the partnership agreements, or debts and obligations outside the guidelines for the general partnership. 

A limited partnership (LP) is a business entity run by two or more limited partners.  Each limited partner generally has his or her liability limited to the extent of their initial contributions, along with any further contributions, to the limited partnership.  One limited partner acting in bad faith or outside of his duties under a partnership agreement cannot bind the other limited partners to the debts and obligations incurred by the one partner’s wrongdoing.