Legal Business Structures In Delaware

Sole Proprietorship

Individual

By Owner

Owner is

personally liable

for all business

debts

All business income

is considered

personal income to

the owner and is

taxed at personal

income tax rates

General

Partnership

Two or more

individuals or

other entities

according to

partnership

agreement

Controlled by the

partners in

accordance with

partnership

agreement

All partners are

jointly and

severally liable

for all partnership

debts

Individual partners

prorated share of

partnership income

or loss is included

on the respective

income tax return of

the partner and

taxed at personal

or corporate rates 

$250.00

Payable to the

Secretary of

State

Limited 
Partnership 

Two or more 
owners; two 
classes of 
owners; general 
partners and 
limited partners 

General 
partner(s) may 
dissolve at their 
discretion; limited 
partners do no 
have this option. 

General partners 
generally run 
business, as 
specified in 
partnership 
agreement

General 
partner(s) are 
fully liable for all 
business debts. Limited partners 
only liable to 
extent of capital 
invested 

Same as general 
partnership 

$250.00 
Payable to 
Secretary of 
State 

“C” Corporation. All corporations in Delaware are filed as "C".  

Shareholders 
(Unlimited 
number) 

Owners share 
ownership 
through stock, 
and business is 
managed through 
a Board of 
Directors; certain 
legal regulations 
also apply 

Owner’s liability 
is limited to 
amount of capital 
contributed 
unless acting as 
guarantor of 
corporate debt 

Corporations pay tax on business income at corporate tax rate; profits 
distributed to 
shareholders and 
are taxed at their 
personal income tax 
rate 

No par value 1500 authorized shares $125.00. Par value no matter how many shares minimum tax of $400.00. Otherwise the tax is based on the number of issued share or assumed no-
par capital 
payable to 
Secretary of 
State 

Subchapter “S” 
Corporation. Not applicable to International clients. (A designation awarded by the IRS after filing the IRS Form 2553). All corporations are filed in Delaware as a "C" corporation. 

 

Shareholders

Same as “C” 
Corporation 

Same as “C” 
Corporation. Generally limited to assets in corporation. All corporations are filed in Delaware as a "C" corporation and then converted to an "S" by IRS within 75 days of filing. Not applicable to International clients. 

Income or loss for "S" Corporation is taxed on your personal tax return. International clients are not applicable to this entity. 

No par value 1500 authorized shares $125.00. Par value no matter how many shares minimum tax of $400.00. Otherwise the tax is based on the number of issued share or assumed no-
par capital 
payable to 
Secretary of 
State 

Limited Liability 
Company 

One or more 
members 

Controlled by 
members or 
managers, as set 
out in operating 
agreement 

Generally, same 
as “C” 
Corporation 
above 

Even if  considered a "disregarded entity" must file taxes but if more than one member can be taxed as a "C" Corp, "S" Corp or 
partnership

$250.00 
Payable to 
Secretary of 
State 

Limited Liability 
Partnership 

Two or more 
owners; limited 
partners 

Controlled by 
partners in 
accordance with 
partnership 
agreement 

Limited and 
General partners 
only liable to 
extent of capital 
invested 

Same as general 
partnership 

Very expensive to maintain. Taxed per partner at $200.00 per partner not to 
exceed $120,000. 
Also taxed a franchise tax of $250.00 by state