San Diego Law Review

Library of Congress Authority File


Document Type



This Article confronts the dilemma of many businesses in selecting a proper entity for the conduct of their business. It explains that businesses may desire to incorporate for state law purposes, but also wish to avoid the more onerous taxation on corporate income. The author notes that the options for dealing with this dilemma have changed significantly as of 1992. He argues that the S corporation has become a less attractive alternative to incorporation, while limited partnerships and limited liability companies have become more desirable. The author concludes that limited partnerships and limited liability companies may permit new businesses to enjoy the best of both worlds - to have corporate benefits, such as limited liability, without corporate taxation.

Included in

Law Commons