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File or register with Washington Secretary of State
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No
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No
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Yes
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Yes
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Yes
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Yes
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Formation Difficulty
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Low
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Low
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Medium
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Medium/High
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Low
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Medium
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Liability
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Sole Proprietor has unlimited liability for debts and taxes.
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Partners have unlimited liability for debts and taxes.
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Members are not typically liable for debts other than taxes.
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Shareholders are not typically liable for debts other than taxes.
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At least one general partner has unlimited liability.
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Partners aren’t typically liable for the debt of the LLP.
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Operational Requirements
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Relatively few legal requirements.
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Relatively few legal requirements
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Some formal requirements such as operating agreements and annual reporting.
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Board of directors, annual meetings, annual reporting required.
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Some formal requirements, but less formal than corporations.
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Some formal requirements, but less formal than corporations.
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Management
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Sole proprietor has full control of management and operations.
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Typically each partner has an equal voice, unless otherwise arranged.
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Members have an operating agreement that outlines management.
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Managed by the directors, who are elected by the shareholders.
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Limited partners are excluded from management unless they serve on the board of directors.
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All partners have the right to manage the business directly.
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Federal Taxation
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Not a taxable entity. The sole proprietor pays all taxes.
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Not a taxable entity. Each partner pays taxes on his or her share of income, and can deduct losses against other sources of income.
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Depending on structure, there is no tax at the entity level. Income/loss is passed through to members.
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Taxed at the entity level. If dividends are distributed to shareholders, dividends are also taxed at the individual level.
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Files taxes as a separate entity, must meet certain criteria to avoid being taxed as a corporation.
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Taxed as a separate entity. Must meet certain criteria to avoid being taxed as a corporation.
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Washington Excise Taxation and Liability (Washington Department of Revenue)
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Taxes based on business income. Sole proprietor has unlimited liability.
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Taxes based on business income. General partners have unlimited liability.
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Taxes based on business entity income. Responsible parties may have liability for trust fund taxes.
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Taxes based on business entity income. Responsible parties may have liability for trust fund taxes.
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Taxes based on business entity income. General partners have unlimited liability. Limited partners may have liability up to the amount of their investment.
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Taxes based on business entity income. General partners have unlimited liability. Limited partners may have liability up to the amount of their investment.
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