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 |
| 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.