 carried out by the executive officers of the company. Often there is a senior executive (such as a “chief executive officer”). In more sophisticated corporations, there can be a chief operating officer and sometimes there is a chief information officer. Financial matters and bookkeeping are often under the direction of a chief financial officer or a controller. There can be other titles for these various offices as well.
Corporations in Pennsylvania are recognized as legal persons independent and separate from the individual owners. A corporation has the right to own property, enter into contracts and bring legal suits, similar to an individual. This autonomy relieves shareholders of personal responsibility for debts or obligations accrued by the corporation, so long as the entity was duly incorporated and is compliant with the law. It is possible for shareholders, officers or directors to be found liable, although courts are reluctant to do so. This outcome is generally the result of criminality such as fraud and similar wrongs.
Pennsylvania corporations, like Pennsylvania people, are subject to taxation. Profits are subject to taxation before being distributed amongst shareholders and then a second time as the shareholder’s income.
The Internal Revenue Code (“IRC”), Subchapter “S” permits businesses which meet certain requirements to avoid double taxation. A corporation that elects to be an “S” Corporation does not retain its profits; rather, the profits “pass through” to the owners, subjecting them to only one round of taxation.
The definition of a legal partnership is “an association of two or more persons to carry on as co-owners a business for profit.” 15 Pa. C.S.A. §8311(a). Though the partnership agreement can be formed by either an oral contract or written contract, the latter is generally preferable. A contract is better for referencing in the future.
Partners have equal duties and rights in management unless they agree otherwise. 15 Pa. C.S.A. §8331(5). Majority rules in instances of disunity, with the exception of adding an additional partner; becoming a member of a partnership requires unanimous consent. 15 Pa. C.S.A. §8331(7).
A general partnership provides no limitation of liability. Each partner shares equally in all liabilities of the business. 15 Pa. C.S.A. §8327. A partnership with limited liability (a limited liability partnership (“LLP”)) is a different type of entity and must register with the Department of State as such.
Under the IRC, a general partnership is treated as a “pass through entity.” Similarly to an “S” Corporation, profits are not retained by the partnership itself but pass through to partners’ tax returns. Income or losses are included on the income tax return of the partner. The rate of taxation is then determined by the personal or corporate rate that the partner is subject to.
any other provision the partners elect to set forth in their certificate, provided it is not in contravention of Pennsylvania’s own provisions related to limited partnerships.
non-judicial dissolution; 15 Pa. C.S.A. §8517(a)(2) and (4).
In a limited partnership, the role of a general partner remains the same as if in a general partnership. 15 Pa. C.S.A. §8533.Limited partners do not have the right to participate in the management of the partnership’s business except as specified in the partnership agreement. 15 Pa. C.S.A. §8522.
The limited partners have the benefit of limited liability, whereas the general partners maintain the same liability as if they were members in a partnership that did not have any limited partners. 15 Pa. C.S.A. §8533(b).
Like a general partnership, in a limited partnership items of income, gain, and loss pass through to the owners in proportion to their ownership interests unless otherwise specified in the partnership agreement. Because neither capital stock nor foreign franchise taxes are imposed upon limited partnerships, they are very important and useful vehicles for owning real estate.
To create an LLP, a partnership files a form called a Statement of Registration. The Statement of Registration must have the signature of at least one general partner and requires a filing fee of $125.00. Additionally, LLPs have an annual requirement to file a certificate of registration for the preceding year before April 15th. 15 Pa. C.S.A. §8221.
The partnership agreement should describe management, although most of the time the general partners manage the LLP.
A Pennsylvania LLP’s general partners assume responsibility for the ordinary debts that a partnership may incur, such as contractual liabilities. However, in instances of negligent misconduct committed by another partner, the uninvolved partners are not personally liable. 15 Pa. C.S.A. §8204.
LLPs, like LPs and General Partnerships, are pass-through entities. Each partner’s share of income and loss is included on their income tax return.
Whether the company is a restricted professional company, the restricted professional services (such as medical, dentistry, optometry and the like) must be briefly described.
In Pennsylvania, in absence of a designation of management by appointed managers, the LLC is managed by its members. If there are to be appointed managers, the Certificate of Organization must specify so. 15 Pa. C.S.A. §8913. Whether managers are appointed or are members, they are deemed to have the managerial rights of general partners, which grants both types of managers the authority to bind the LLC. 15 Pa. C.S.A. §8904.
In some cases, it is advisable to include in the operating agreement, which is the agreement that controls the relationship among the members, provisions for a structure similar to a corporation in which the members act as directors who appoint officers for a term. This provides for a participating and decision making structure similar to a corporation but with the ease and benefits of operating an LLC.
Members are not required to be responsible for potential liability. 15 Pa. C.S.A. § 8922(a). This feature sets LLCs apart from limited partnerships and is a major factor in the popularity of LLCs in the United States.
LLCs are especially appealing because owners maintain limited liability protection similar to that of a corporation but are taxed as partnerships for federal tax purposes, meaning they are pass-through entities. A single member LLC can elect to be treated as a corporation for tax purposes but is otherwise treated as a “disregarded entity” that is taxed on the owner’s tax return. However, when choosing an entity with which to do business in Pennsylvania, an important factor to consider is that LLCs are subject to Pennsylvania’s capital stock/ foreign franchise taxes. Since the foreign franchise tax applies to foreign LLCs, it is covered in the “Foreign Entities” section of this blog post.
The capital stock tax is a property tax imposed upon the value of a domestic corporation’s stock based upon the company’s taxable property and assets within Pennsylvania. An LLC is subject to the tax because it is imposed on a corporation as that term is defined in 72 Pa. C.S.A. § 7601(a) and it includes the limited liability company as a corporation. However, the capital stock/franchise tax is being gradually eliminated and is scheduled to be fully eliminated by 2016.
payment of the $250 fee.
Foreign corporations are required to advertise either their intention to apply for a Certificate of Authority or the application itself. Like domestic corporations, proof of publication should then be filed in the company minutes and not sent to the Department of State.
For tax purposes, once an application has been received, the Department of State sends to the foreign registrant the Pennsylvania Enterprise Registration Form (the PA Form 100). All entities must complete this form to register for certain taxes and services administered by the Pennsylvania Department of Revenue and the Pennsylvania Department of Labor and Industry.
A foreign LLP, a limited liability partnership formed in another state but doing business in Pennsylvania, is required to register with the Commonwealth in order to transact business in Pennsylvania. The protection from liability of partners in a foreign registered LLP may not be greater than is available to partners in a Pennsylvania LLP. 15 Pa. C.S.A. § 8211(c).
The Pennsylvania Department of State website has plenty of useful information. The Bureau of Corporations and Charitable Organizations has made available a number of forms to be used when filing new entities as well as making changes in existing entities. Visit Pennsylvania Department of State | Forms to access these forms.
You may reach the bureau by telephone by calling |||PHONE_NUMBER|||  between 8:00 am and 4:45 pm or by facsimile at |||PHONE_NUMBER|||.Most of your complaints are pretty much in the "beating a dead horse" area now. 

That's not anything negative against you, just seems to the general thought process. 

The only thing I'm disagreeing with is the walk back to Alexandria. Yes, they were on the road for two weeks, but they weren't driving for two weeks straight. They were stopping at stores, neighborhoods, etc, looking for supplies. Heath says they went a little further than they planned but it was time to go back. 

They also showed Tara spending the night in a gift shop during her walk back then it cuts to her walking down the road that leads to the gate. There could've been a time jump, who really knows for sure, but it's definitely implied that she didn't make the walk in a single day. Just nothing noteworthy happened that they needed to show.Subscribe
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Chariton County farmer Raymond McNeall is happy that the Emergency Watershed Protection (EWP) program helped him repair a 150-foot hole in his levee along the Char