Partnership

A Partnership is formed by an association of two or more persons to carry on as co-owners of a business for profit, whether or not a person intends to form a partnership. Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a Partnership, even if the co-owners share profits made by the use of the property. A Partnership creates certain fiduciary duties between the partners.

Limited Partnership

Generally, a Limited Partnership (LP) divides rights and responsibilities between partners. Typically, a limited partner does not participate in the control of the business and is not liable for the obligations of the partnership, whereas general partners do participate in the control of the business and are liable for the obligations of the partnership. Unlike Partnerships, the formation of a Limited Partnership requires adherence to certain formalities.

Limited Liability Company

A Limited Liability Company (LLC) is a legal entity formed pursuant to the laws of the State of Washington. An LLC consists of ‘Members,’ those who have an interest in the LLC. There are generally no membership restrictions unless set forth in an LLC Operating Agreement. Generally, no member of an LLC is personally liable for any debt, obligation or liability of the LLC solely by reason of being a member of the LLC. Unlike Corporations and S-Corporations, Limited Liability Companies may transfer appreciated property to its members without triggering gain.

Corporation

Generally, a Corporation is a legal entity formed pursuant to the laws of the State of Washington. A Corporation may carry on a business, may sue or be sued, may issue shares of stock to raise funds and must pay taxes. A Corporation’s liability may be limited to its assets, which creates a liability shield for its officers and shareholders. A Corporation may be any size, large or small. However, every Corporation typically operates pursuant to a set of bylaws and consists of a group of shareholders, a board of directors, and officers. Each group has rights and obligations respecting the corporate entity.

Sub Chapter ‘S’ Corporation

Generally, an S-Corporation operates just as a Corporation. A key difference is that S-Corporations provide a single level of taxation and are subject to shareholder restrictions such as:

  • Shareholders of an S-Corporation are limited to 100 members.
  • Shareholders are limited to being individuals, estates, certain trusts, and certain exempt organizations.
  • Shareholders must be residents of the United States.

Copyright

Copyright protection is the exclusive right to control ‘original works of authorship fixed in any tangible medium of expression.’ Generally, the intent of copyright is to protect an author’s particular expression of an idea. Copyrightable material includes, but is not necessarily limited to, literary works, musical works, dramatic works, pantomimes, choreographic works, pictorial works, graphic works, sculptural works, audiovisual works, sound recordings, architectural works, and software.

Trademark

A Trademark is a symbol or ‘mark,’ composed of words, names, symbols, colors, sounds, even scents, or any combination thereof, which serves to distinguish goods and services. Generally, any ‘Trademark’ may be registered for protection. However, a Trademark will be refused registration if by its nature:

  • Consists of or comprises immoral, deceptive, or scandalous matter
  • Consists of or comprises matter which may disparage or falsely suggest a connection with persons, living or dead, institutions, beliefs, or national symbols, or bring them into contempt, or disrepute
  • Consists or comprises of a geographical indication which, when used on or in connection with wines or spirits, identifies a place other than the origin of the goods
  • Consists of or comprises the flag or coat of arms or other insignia of the United States, or of any State or municipality, or of any foreign nation
  • Consists of or comprises a name, portrait, or signature identifying a particular living individual except by his written consent, or the name, signature, or portrait of a deceased President of the United States during the life of his widow, if any, except by the written consent of the widow
  • Consists of or comprises a mark which so resembles a mark that is already registered that it would create confusion
  • Consists of or comprises of a mark which is deceptive, a surname, or is functional