Corporations Rules 9

  1. Closely held corporations
  2. Foreign corporations
    Those incorporated in another state
  3. Professional corporation
    Purpose is statutorily limited to rendering of professional services

    Shareholders must be members of the profession

    Does not shield employees from liabilities arising from own malpractice, but does against other members' malpractice.
  4. S Corp
    Passthrough treatment
  5. Limited liability company
    Enjoys pass-through status of partnership and limited liability of corporation.

    • Details:
    • Created by filing articals of organization with state.
    • Membership not restricted in number
    • May be directly managed my its members
    • Members generally not liable as members for LLCs obligations.
    • Profits and losses allocated according to agreement, or according to each member's contributions to the LLC
    • Transfer of membership only transfers interest in profits and losses, not management ability
    • Members may be able to bring derivative suits.
Card Set
Corporations Rules 9
Special Business Entities