Limited Partnership Longevity: What Happens

3.Location: what is required in order to expand into another state?

The corporation would have to file as a foreign corporation in the new state. This requires filing for a certificate of authority with the Department of State.

S-corporation

1.Longevity: can the company exist indefinitely? What happens upon the death or disassociation of an owner?

A shareholders shares are treated as the shareholders real property and are distributed after death as such. Upon the death of an owner (shareholder), the corporation would continue to function normally and the rights attached to those shares would be exercised normally by whomever owns the shares. A corporation survives until it is dissolved voluntarily by its shareholders or involuntarily through bankruptcy, regulatory action, etc.

2.Compliance: discuss and meetings, filings, reports, fees or other regulatory requirements.

To register as an S-Corporation, you would just register as a standard C-Corporation, then specify on your IRS Tax Return that you are filing taxes as an S-Corporation.

3.Location: what is required in order to expand into another state?

The corporation would have to file as a foreign corporation in the new state.

This requires filing for a certificate of authority with the Department of State.

Limited Liability company-

1.Compliance: discuss and meetings, filings, reports, fees or other regulatory requirements.

A partnership need only apply for a standard certificate of organization with the Department of State. There are no special compliance obligations attached to a limited partnership.

2.Location: what is required in order to expand into another state?

If a limited partnership wishes to do business as a limited partnership in another state, the limited partnership would register itself in the new state by filing a DBA (Doing Business As) form under the same name it is using in the old state.

1. Please also discuss the owners concern over longevity.

Without specific continuation terms in the LLC agreement, someone would have to assume the owners share of the LLC in order for it to continue. Typically, an owner would specify that someone assume the owners ownership.

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