CHOOSING YOUR DELAWARE BUSINESS ENTITY
Quick Reference Guide
| Type of entry |
Filing required |
Separeate Entitiy From Owners? |
Personal Lability |
Centralized or Decentralized Management? |
Taxed as Separate Entity? |
Min # of Investors |
| Sole Proprietor |
No |
No |
Yes |
Centralized |
No |
1 |
| Corporation |
Yes |
Yes |
No |
Centralized |
Yes |
1 |
| S Corporation |
Yes |
Yes |
No |
Centralized |
No |
1 |
| Close Corporation1 |
Yes |
Yes |
No |
Either |
Yes |
1 |
| Professional Corporation1 |
Yes |
Yes |
Yes |
Centralized |
Yes |
1 |
| Partnership |
No |
Yes |
Yes |
Either |
No |
2 |
| Limited Liability Partnership |
Yes |
Yes |
--2 |
Either |
No |
2 |
| Limited Partnership |
Yes |
Yes |
No3 |
Centralized |
No |
24 |
| Limited Liability Company |
Yes |
Yes |
No |
Either |
--5 |
1 |
| Business Trust |
Yes |
Yes |
No |
Centralized |
--6 |
17 |
| Joint Venture |
No |
No |
Yes |
Either |
No |
2 |
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.