Welcome to Assignment 14
This assignment covers the major business entity types you need to know for the exam — from the simplest (sole proprietorships and partnerships) to the most complex (corporations), plus the modern hybrid forms (LLCs, LLPs, and limited partnerships). Each entity type has different rules for formation, liability, management, and taxation.
Exam Alert!
Key exam topics: piercing the corporate veil, the difference between foreign vs. alien corporations, de jure vs. de facto corporations, unlimited liability in partnerships, the order of asset distribution on dissolution, and why LLCs have become the dominant entity form.
What You Will Learn
1. How sole proprietorships and partnerships are formed, and why unlimited liability is the major risk
2. How corporations provide limited liability, how they are formed, and when courts "pierce the veil"
3. The rights and duties of directors, officers, and stockholders
4. How LLCs combine the best features of corporations and partnerships
5. The differences between LLPs, limited partnerships, and joint ventures
6. How each entity type handles dissolution and termination
Assignment Parts
Sole Proprietorships & Partnerships
Formation, unlimited liability, partnership types, fiduciary duties, partner authority, dissolution order, and joint ventures.
Corporations
Formation, types, piercing the veil, corporate powers, directors and officers, stockholder rights, dividends, mergers, and dissolution.
LLCs & Other Entities
LLC formation, operating agreements, member-managed vs. manager-managed, limited partnerships, LLPs, and unincorporated associations.
Quick Reference Summary
Sole Proprietorship
Simplest form. No filing needed. Owner has UNLIMITED personal liability.
General Partnership
Two or more co-owners. Unlimited liability. Each partner is an agent of the firm.
Corporation
Separate legal entity. Limited liability for stockholders. Most formalities required.
Piercing the Veil
Court ignores entity, holds owners personally liable. Caused by commingling, fraud, undercapitalization.
LLC
Hybrid entity. Limited liability + pass-through tax. Fewest formalities. Most popular today.
LLP
Partners shielded from other partners' malpractice. Popular with law and accounting firms.