Discussion of the types of business entities: sole proprietorship, partnership, corporation, S-corporation, limited liability company (LLC), nonprofit corporation, limited partnership, limited liability partnership (LLP).
Information from the Indiana Code located on the Indiana Secretary of State’s website as it pertains to business entities:
IC 23-0.5-1.5-8 “Entity”
Sec. 8. (a) “Entity” means: (1) a business corporation; (2) a nonprofit corporation; (3) a general partnership, including a limited liability partnership; (4) a limited partnership; or (5) a limited liability company. (b) The term does not include: (1) an individual; (2) a business trust, a trust with a predominately donative purpose, or a charitable trust; (3) an association or relationship that: (A) is not listed in subsection (a); and (B) is not a partnership under the rules stated in IC 23-4-1-7 or a similar provision of the law of another jurisdiction; (4) a decedent’s estate; (5) a government or a governmental subdivision, agency, or instrumentality; or (6) any other person that has: (A) a legal existence separate from any interest holder of that person; or (B) the power to acquire an interest in real property in its own name.
Comments
- A limited liability partnership is not a separate type of entity from a general partnership and for that reason, a general partnership represents a special case. This is because many provisions of the article apply only to general partnerships that are limited liability partnerships. In general, this distinction is made by defining “entity” in this section to include all general partnerships and defining “filing entity” in IC 23-0.5-1.5-11 to include only limited liability partnerships and not all general partnerships.
- The Uniform Act as adopted by the Uniform Law Commission assumes the adoption of the Uniform Partnership Act of 1997 (last amended in 2013) and the Uniform Limited Partnership Act of 2001 (last amended in 2013). Current Indiana law consists of earlier versions of these two uniform acts (Uniform Partnership Act of 1914 and Uniform Limited Partnership Act of 1976). To the extent necessary and appropriate, this article conforms to the substantive provisions of current Indiana law. 6 25332651.1
- This section defines “entity” to establish the scope of this article and not for any other purpose. See. Rice v. Strunk, 670 N.E.2d 1280 (Ind. 1996) (considering whether a general partnership was a separate legal entity or an aggregate of the individuals who formed it).
