What's in a Name: An Argument for a Small Business Limited Liability Entity Statute (with Three Subsets of Default Rules)

Authors

Dale A. Oesterle, University of Colorado Law SchoolFollow
Wayne M. Gazur, University of Colorado Law SchoolFollow

Document Type

Article

Publication

Wake Forest Law Review

Year

1997

Citation Information

Dale A. Oesterle and Wayne M. Gazur, What's in a Name: An Argument for a Small Business Limited Liability Entity Statute (with Three Subsets of Default Rules), 32 Wake Forest L. Rev. 101 (1997), available at https://scholar.law.colorado.edu/faculty-articles/654.

Abstract

The recent proliferation of small business entity forms is primarily a result of their tax characterization. With the recent adoption of the IRS "check-the-box" regulations and, as a consequence, the elimination of traditional tax distinctions, many of these forms have lost their appeal. This article proposes starting over with one form, the "limited liability entity." Part I discusses the history of small business forms. Part II analyzes the current forms in light of the recent check-the- box legislation. Part III discusses the necessity of and rationale behind a unified entity statute. Finally, Part IV outlines a unified limited liability entity statute with four alternative forms.

Copyright Statement

Copyright protected. Use of materials from this collection beyond the exceptions provided for in the Fair Use and Educational Use clauses of the U.S. Copyright Law may violate federal law. Permission to publish or reproduce is required.