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Business Entity Types

Business Entity Descriptions

General Characteristics of the Several Types of Entities

A business corporation is a general-purpose entity in which management is exercised by a board of directors elected by shareholders.

A service corporation is a special-purpose type of business corporation for shareholders who are all licensed, registered or certified to engage in the same professional occupation.

A statutory close corporation is a general purpose business corporation or service corporation, but one in which the shareholders agree to limitations on the transferability of shares, may elect to operate without a board of directors, and may impose greater voting or quorum requirements. The number of shareholders is limited to 50 or less at the time the corporation elects statutory close status.

Investment companies are those that specify that they are organized as a "management investment company" under 15 USC 80a to 80a-64. These "mutual fund" companies have authority to issue an indefinite number of shares.

A limited partnership has one or more general partners and one or more limited partners. Management is exercised by the general partners, with the limited partners as passive investors.

A limited liability company has members (similar to a partnership) who may directly manage the company or who may vest management in one or more managers. It combines the features of both a partnership and a corporation.

A limited liability partnership is a general partnership that has filed a registration statement declaring itself a "limited liability" partnership.

A cooperative association is formed on a membership basis with no capital stock, or on a membership basis with capital stock. Five or more adults, one of whom must be a resident of Wisconsin, may organize a cooperative.

An unincorporated cooperative association is formed on a membership basis with no capital stock, or on a membership basis with capital stock. It may be organized by one or more organizers who shall be individuals over the age of 18, who may act for themselves as individuals or as the agents of other entities. The organizers forming the cooperative need not be members of the cooperative.

A common law trust is organized by creating a Declaration of Trust. The trust may sell beneficial or participating certificates to investors. In order to have authority to conduct business in Wisconsin, it must file an application with the department, accompanied by an original or certified copy of its Declaration of Trust.