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