General Resources, including chapters from textbooks:

Infographics: Basic Types and Structure by Alexander Business Law (2018) and Cheat Sheet to Business Structures by Incfile (2021).  Like the Infographic that opens this module, these Infographics also illustrate the five primary types of US legal business forms:  sole proprietorship, partnership, LLC, S Corporation and C Corporation

Reading:  Business Entities.   Another chapter from the online textbook, Business Law Basics.  In this chapter, the author explains the different types of business entities and provides explanations and definitions of important terms.

Reading:  Understanding Business Entities for Entrepreneurs and Managers by Jason Gordon, whose brief (124 page) book explaining business entities can be downloaded free as a PDF.  An updated version is also available on Amazon!

Videos:  The Business Professor.   Prof Jason Gordon’s YouTube channel has numerous videos related to the formation and management of business entities.

Reading:  Business Organizations, Ch. 11 from The Legal Environment of Business by Lau and Johnson.  This chapter provides more detailed explanations of sole proprietorships, partnerships, corporations, and limited liability entities.

Reading:  Business Organizations, Unit 9 from the Business Law textbook by the Saylor Academy.  Like the two chapters above, this one also explains the different types of entities.

Website:  Small Business Administration.  An easy to navigate government website that provides useful resources and explanations to help individuals, plan, launch, manage, and grow a business including writing a business plan, selecting a business structure, registering your business name, obtaining business licenses and permits, learning about business laws, hiring and retaining employees, and filing and paying taxes.

Business Entities Comparison Chart   A table breaking down the key features and important differences among the various forms of business entities.

Structuring Your Business:

Video:  Choosing the Business Entity (12:17)  This video discusses the different types of business entitites and the advanatages and disadvantages of each.

Video:  Considerations for Choosing a Business Entity by Jason Gordon (5:53)  Prof Gordon explores the considerations in selecting a business entitiy, including ownership structure, operational control, personal contract and tort liability, compensation and tas liability, business funding, and governance and entity maintenance.

Video: Legal Basics and Business Entity Formation: Crash Course for Business Entrepreneurs (14:55).  After a fairly lengthy introduction, the Crash Course starts with sole proprietors (at 2:15) and in the remainder of the video discusses partnerships, LLCs, Corporations (including benefit corporations), tax and liability issues, etc.  The narrator then pulls it all together with an example.  If you like the Crash Course series, you’ll find this another excellent video of giving you a lot of information in a relatively short time frame!

Reading:  Choosing a Business Structure.  This SBA webpage provides a basic overview of sole proprietorships, partnerships, LLCs and Corps.  It also has a simple comparison table.

Reading:  Guide to Choosing a Legal Structure for Your Business.  This 2023 article on BusinessNewsDaily.com explains what a business legal entity is, why choosing the right structure is important, the types of structures available, and the factors to consider before choosing a business structure.  It also lists well-known companies that began as sole proprietorships (e.g., Walmart) or a partnership (e.g., Apple), as well as several companies operating as LLCs, corporations, and cooperatives.

Reading: LLC vs. Inc: Understanding the differences between an LLC and a corporation  (2023) The differences between a corporation and an LLC in terms of status, formation, taxation, liability protection, compliance, management, and ownership.

 Small Business Entities:  Sole Proprietorships and Partnerships

Reading:  Sole Proprietorship: What It Is, Pros & Cons, Examples, Differences From an LLC.  This 2023 article on Investopedia talks about the advantages and disadvantages of sole proprietorships, how to create one, tax issues, and even converting from a sole proprietorship to an LLC.

Reading:  How to Change a Sole Proprietorship into an LLC.  After discussing the advantages and disadvantages of each form, this 2022 blog post explains several steps that sole proprietors need to take to convert their business into an LLC. 

Video:  Choosing a business entity: LLC vs corporation vs sole proprietor (4:23).  This video is part of Legal Zoom’s “small business casual” series.  As the title indicates, it contrasts these three types of business entities to help entrepreneurs decide which is best for them.

Reading and Video:  How to File a DBA in Georgia (video is 4:05) This reading and video explain that to file a “doing business as” in Georgia, the owner should first conduct a trade name search, register your unique trade name with the county, and publish the name as required by state law.

Video:  Forming a Partnership (1:27).  This video describes the steps and considerations to take in forming a partnership.

Reading:  Partnership.  This very short post by the Legal Information Institute at Cornell identifies the factors courts look at to determine if a partnership has been created.

Video:  Partnership Agreements (1:05). This very short video identifies some of the provisions a partnership agreement should include.

Video:  Partnership Agreement (2:02).  Jason Gordon also provides an overview of a partnership agreement.

Reading:  Sample Partnership Agreement.  This short, 2-page agreement covers the basics.  If you’d like to see a lengthier and more detailed agreement, Cornell has posted one for a partnership to manage and operate a vineyard.    Finally, a number of websites provide template with the basic provisions you would want in a simple partnership agreement.  Law Depot creates free partnerships agreements within specific industries, while FormPrintr starts with your state and then creates a document based on facts and information you provide.  

Video:  Limited Partnerships explained (6:10). by Jason Gordon.  Prof Gordon explains what a limited partnership is, its elements, liability, compensation structure, and tax liability issues.

Reading:  Sample Limited Partnership Agreement.  This template prepared by a law firm shows you some of the basic provisions that you would want to include in the agreement for a Limited Partnership.

Reading:  Franchise My Business.  This webpage by Accurate Franchising discusses why a business might want to franchise and basic steps on how to do it, along with a link to a blog to continue exploring franchises.

Limited Liability Companies

Video:  What is an LLC?  (2:41)   A quick overview of using LLCs as a flexible business entity that explains what an LLC is and its primary advantages.

Reading:  How to Start an LLC in Georgia.  This webpage guides you through 7 steps to form an LLC in Georgia.

Video:  How to Start an LLC in Georgia (2:18).  Another video in the “Small Business Casual” series produced by Legal Zoom.  

Video:  What is an LLC and How Does It Work? 6 INCREDIBLE Benefits (15:35) . A more detailed look into LLC’s, this video also explains how to form and manage one, and the tax advantages for owners.

Reading:  Start an LLC.  This Zenbusiness reading walks you through the steps of forming an LLC, from selecting and registering a name to filing required documents and drafting an operating agreement, to a discussion of tax issues.  

Reading:   How to Form an LLC; Advantages and Disadvantages.  In this short Sept 2022 article, the author discusses the benefits and formation of an LLC and how it compares to other types of business entities.

Reading:  How to Form an LLC in Georgia.  NOLO walks you through six steps to forming an LLC in the state.

Reading:  The Tax Advantages and Disadvantages of an LLC (2022).  A short summary of tax implications of LLC status, with information on tax deductions for small business owners, self-employment taxes, and other topics.

Types and Characteristics of Corporations 

Video:  C-Corporations Explained by Jason Gordon (8:21). Prof Gordon explains how to create a C-Corporation, managerial control, the liability of its officers, compensation for employees, and taxation.

Reading:  The Pros and Cons of Setting Up a C-Corp   This article provides a step-by-step explanation of how to form this entity, as well as discusses its advantages and disadvantages.

Video:  C-Corporation Pros and Cons (3:23).  C-corp tax status advantages and disadvantages are discussed in this video.

Video:  Selecting a C-Corporation (3:58).  This video discusses the considerations that should be made in selecting a C-Corp compared to other types of business entities, as well as the benefits and pitfalls of selecting the C-Corp as your business entity.

Reading:  How Large Corporations Avoid Paying Taxes.  This 2023 article on Investopedia discusses the corporate tax rate and the strategies (called loopholes in the article) that corporations can use to avoid paying taxes.

Reading:  16 Venture Capital Advantages and Disadvantages (2023).  In addition to identifying and briefly discussing the advantages and disadvantages of VC, it also discusses alternatives to venture capital and the types of businesses for whom VC might be most appropriate.

Reading:  How Close Corporations are Different.  Although older, this reading identifies the key advantages and disadvantages of close corporations.  [NOTE:  Disregard the video at the bottom of the page, as it actually relates to trusts, not corporations.]

Video:  S corp vs C corp: Which business entity is right for your business (3:21).  This “small business casual” video by Legal Zoom explores the differences between S and C corps.

Videos:  What is an S-Corporation?   (2:33) This short video provides a basic overview of S-Corps, including limited liability, tax responsibilities, and meetings.  For a more thorough treatment, see S-Corps Explained (15:24 ), another video in the All Up in Yo Business series (2019)

Reading:  S-Corporations Advantages and Disadvantages.

Video:  You’re an S-Corp.  Now What?  Steps to Take After Becoming an S-Corp (8:03).  Krystal Standsberry, a CPA for Lyfe Accounting, discusses the reasons for forming an S-Corp and what owners need to do to maintain their S-Corp status.

Reading:  S-Corp v LLC  (2023)  This short reading on LegalZoom compares S-Corps to LLCs, identifies the requirements to form one, discusses the tax implications, and explains the advantages and disadvantages of this form of business entity.

Reading:  What is a Benefit Corporation?  This 2023 article on LegalZoom explains how benefit corporations are different and how to form one.

Reading:  The Future of American Business:  Benefit Corporations?  (May 2022). this article discusses why Benefit Corporations may be the solution to the pitfalls of traditional corporate entities and their focus on shareholder primacy.

Reading:  The Georgia Benefits Corporation statute (effective Jan 1, 2021).  Key provisions of the statute are explained in the 2021 article, Georgia and Alabama enact benefit corporation laws.

Reading:  Benefit Corporation Vs. Certified B Corp In Plain English   In addition to S and C-Corporations, many states now allow the formation of B-Corporations and public benefit corporations. This short article explains some of their differences.

Corporate Governance:  Legal Issues in Managing a Corporation

Reading:  Duties of a Promoter.  This August 2020 post by a law firm explains the role of promoters in setting up corporations, as well as the fiduciary duties they owe during that process.

Video: Corporate Bylaws (1:02)   This video explains the importance of bylaws, what they should include, and introduces you to the duties and obligations of officers, directors, and shareholders

Video: Bylaws of the Corporation (2:02).  This video also explains the basic provisions of bylaws and why corporations need them.

Reading:  Why Businesses Incorporate in Delaware This article explores the advantages of incorporating in Delaware.  Near the end of the article, you’ll find a short video (1:36) on the topic.

Reading:  Incorporating in Delaware — Advantages and Disadvantages.  This short article identifies the key reasons so many companies select Delaware as their state of incorporation.

Reading:  Advantages of Incorporating in Delaware  This brief article explains several advantages for both large and small corporations, including Delaware corporate law, tax advantages, simple filings and maintenance, and the status of being a Delaware corporation.   It also notes that corporations that maintain only a registered office in the state have additional tax advantages, e.g., they don’t have to pay Delaware corporate income taxes, and non-resident heirs of Delaware corporations don’t have to pay state inheritance taxes.

Video: Role of Shareholders, Directors and Officers of a Corporation (2:32).  Learn the role of the different players responsible for the management of the corporation.

Video:  The Business Judgment Rule (5:33).  Posted by LawShelf, this video explains the rule and when the courts will apply it to protect officers and directors from liability for breach of the duty of care.

Reading: Corporate Fiduciary Duties and the Business Judgment Rule   An article on the basic types of fiduciary duties and how the business judgment rule can be used to protect the corporation and shareholders against breaches of those fiduciary duties.

Reading: Corporate Accountability  (2023) Legal Zoom has prepared a brief summary of the Sarbanes-Oxley Act enacted by Congress in 2002 in response to corporate scandals by companies like Enron, WorldCom and Adelphia that shook consumer confidence in the integrity and compliance of some of the largest companies in the US.

Piercing the Corporate Veil

Reading:  The Five Most Common Ways to Pierce the Corporate Veil and Impose Personal Liability for Corporate Debts.  This 2016 blog post on Lexology explains the factors courts use to decide whether to pierce the corporate veil, including inadequately capitalizing the company.

Video:  Piercing the Corporate Veil. (6:56)  In this All Up in Yo’ Business video, attorney Aiden Kramer discusses what the veil is and what factors the courts consider before deciding to pierce the veil and hold owners personally liable for the entity’s debts.

Reading:  Piercing the Corporate Veil: How to Avoid Personal Liability for Business Debt?  This 2021 post by the Carroll Law Firm focuses on piercing the corporate veil in Georgia.

Video:  Piercing the Corporate Veil (1:06).  This is a short video by LawInfo.

Video:  Undercapitalization and Piercing the Corporate Veil (3:29).  In this All Up in Yo’ Business video, attorney Aiden Durham explains what might constitute undercapitalization and how the courts often link intentional attempts to undercapitalize a business with intent to defraud creditors.

Video:  Piercing the Corporate Veil (8:29).  In this video, Prof Jason Gordon (The Business Professor) who teaches at the Savannah College of Art and Design (SCAD) in Atlanta, slowly and clearly explains the factors used by courts to pierce the corporate veil.  

Video:  What is the Corporate Veil?  (8:11) In this video, attorney Mark Kohler explains what businesses should do to create and maintain the corporate veil (which he describes as a blanket) to protect the owners from personal liability.  

Diversity and Inclusion in Corporate America

Reading:  Diversity, Equity and Inclusion in the Workplace (Pew Research Center, May 2023).  

Reading:  America’s Best Employers For Diversity (Forbes 2023).

Reading:  Black Enterprise Announces the 2023 Best Companies for Diversity, Equity, and Inclusion.  (June 2023)

Readings:  The Top 50 Companies for Diversity for 2023 and (2022).  Fair360’s lists of top companies for diversity and inclusion also has specialty lists for black and latino executives, women, boards of directors, LGBTQ, disability, and other categories.

The Purpose of a Corporation:  Issues Re Ethics, Capitalism, and Profit

Reading:  Business Roundtable Redefines the Purpose of a Corporation to Promote ‘An Economy That Serves All Americans (August 2019).  For 22 years, the Business Roundtable policy statement stressed shareholder primacy by defining the principal purpose of a corporation to maximize shareholder returns.”  In 2019, nearly 200 CEOs of America’s largest companies replaced that policy, committing to deliver long-term value to all stakeholders:  customers, employees, suppliers, the communities in which they operate, and shareholders.  See the actual document and signatories here and Business Roundtable Marks Second Anniversary of Statement on the Purpose of a Corporation (August 2021).  

Reading:   Larry Fink’s (CEO of BlackRock) 2022 letter to CEOS on the Power of Capitalism.  His 2018 letter, A Sense of Purpose, helped set the change for the Business Roundtable’s 2019 statement and triggered some of the reactions below.

Reading:  Judith Samuelson’s op-ed piece, “Larry Fink’s letter to CEOs is about more than “social initiatives,”(January 18, 2018).  Samuelson responds to Fink’s letter and the questions it poses to businesses about their social responsibilities.

Reading: Vito Rancelli, “Did BlackRock’s Larry Fink Go Too Far?”   (Barron’s, January 20, 2018)  Another commentary on Fink’s letter, challenging his views on the purpose of the corporation.

Reading:  The False Premise of Shareholder Value   (Harvard Business Review, September 2016).  Article explores the fallacies of the shareholder value theory on actually maximizing shareholder value and the importance of maximizing other aspects of the business including customer satisfaction, employee happiness, and the financial performance of the company.

Tax Issues

Video: What is a Pass-Through Entity for Tax Purposes? (1:26)  A lawyer discusses what a pass-through entity is and the advantages and disadvantages compared to other business entities, particularly in terms of tax liability.