What is defined as a business that is owned by two or more persons who have unlimited liability for its debts and obligations?

The legal obligation of company founders and business owners to repay, in full, the debt and other financial obligations of their companies

Table of Contents Show

• Unlimited Liability vs. Limited Liability
• Example of Unlimited Liability
• Implications of Unlimited Liability
• Unlimited Liability and Capital Limits
• Related Readings
• Partnerships-General and Limited
• Limited Liability Company (LLC)
• Corporation
• Small Business Corporation (S-Corporation)
• Advantages/Disadvantages
• Sole Proprietorship
• Partnership
• Limited Liability Company
• Corporation/S-Corporation

Unlimited liability is the legal obligation of company founders and business owners to repay, in full, the debt and other financial obligations of their companies. The legal obligation generally exists in businesses that are sole proprietorships or general partnerships. Under the two business structures, each company owner is equally responsible for repaying the business’ financial obligations.

Unlimited Liability vs. Limited Liability

With limited liability, a business owner is not legally obligated to repay the financial obligations of his company. It is a key reason that most businesses structure themselves as limited liability corporations or limited partnerships. The structures offer limited liability for business owners.

Limited liability companies and limited partnerships offer some liability protection to owners. Under these two structures, lenders cannot seize the personal assets of owners to settle outstanding claims against the company. Due to the legal protection, the loss of the business owners is limited to the capital they invested in the business.

The key differences between limited and unlimited liability can be seen below:

Unlimited Liability	Limited Liability
Business owners are legally obligated to repay the debt obligations of their companies	Business owners are not legally obligated to repay the debt obligations of their companies
The owners' personal assets can be seized to settle the financial obligations of the business	The owners' personal assets cannot be seized to settle the financial obligations of the business
Exists in sole proprietorships and general partnerships	Exists in limited liability companies and partnerships

Example of Unlimited Liability

Let us assume two partners manage a business in which they invested $20,000 each. The business also previously took out a loan of $100,000 that needs to be repaid. If the business is unable to pay back the loan, the two partners will be equally liable to settle the obligation.

In such an event, the personal assets of the partners can be seized against the claims. If one partner does not own any assets, the second partner’s assets will be seized to recover the full $100,000.

If the business were structured as a limited liability corporation or limited partnership, the two partners would only lose their initial investment of $20,000 each. This example illustrates the benefit of adopting limited liability structures. With limited liability, the personal wealth of the business owners is not at risk. Only their initial capital is lost.

Implications of Unlimited Liability

With unlimited liability, the liability of business owners is not capped. The structure can be detrimental to the personal wealth of business owners. Unlimited liability does not provide liability protection to business owners, as personal assets of owners can be seized to settle the financial obligations of the company.

The reason business owners of sole proprietorships and partnerships are subject to unlimited liability is because both business structures do not create a separate legal entity. The owners and the business are one entity. A limited partnership agreement offers limited liability to owners, as it separates the owners from the business by creating a separate legal entity. The business is, in itself, a legal entity and responsible for paying its obligations.

Due to this fact, only small businesses with little or no financial obligations are sole proprietorships and partnerships. While sole proprietorships and general partnerships are easier to set up and offer greater control, they can be dangerous for the owners of mid-sized and large businesses. As a result, businesses that start as sole proprietorships and general partnerships tend to adopt limited liability structures as they grow in size.

Unlimited liability is not limited to contractual financial obligations and includes other obligations that may arise against the business. Contingent liabilities arising from consumer lawsuits or legal action against the business can be detrimental for business owners of sole proprietorships and partnerships. Lawsuits potentially create huge liabilities. It explains why even smaller companies tend to structure as limited liability corporations.

Unlimited Liability and Capital Limits

General partnerships can also be structured in a way that allows business owners to be liable only to the extent of their ownership in the business. Under such an agreement, each partner is liable for a pro-rated share (based on their equity stake in the business) of the total liability amount. The structure can be best described as a hybrid between limited and unlimited liability.

Let us assume that three equal partners manage a business in which they invested $20,000 each. The business also owes $120,000 that it is unable to settle. Since each partner owns 33% of the company, each partner can be held liable for a maximum amount of $40,000.

Even if one partner is unable to cover his share of the liabilities, lenders can only get a maximum of $40,000 each from the other two partners. The hybrid structure provides some protection to owners but is not commonly used.

Related Readings

CFI is the official provider of the global Commercial Banking & Credit Analyst (CBCA)™ certification program, designed to help anyone become a world-class financial analyst. To keep learning and advancing your career, the additional CFI resources below will be useful:

This is a business run by one individual for his or her own benefit. It is the simplest form of business organization. Proprietorships have no existence apart from the owners. The liabilities associated with the business are the personal liabilities of the owner, and the business terminates upon the proprietor's death. The proprietor undertakes the risks of the business to the extent of his/her assets, whether used in the business or personally owned.

Single proprietors include professional people, service providers, and retailers who are "in business for themselves." Although a sole proprietorship is not a separate legal entity from its owner, it is a separate entity for accounting purposes. Financial activities of the business (e.g., receipt of fees) are maintained separately from the person's personal financial activities (e.g., house payment).

Partnerships-General and Limited

A general partnership is an agreement, expressed or implied, between two or more persons who join together to carry on a business venture for profit. Each partner contributes money, property, labor, or skill; each shares in the profits and losses of the business; and each has unlimited personal liability for the debts of the business.

Limited partnerships limit the personal liability of individual partners for the debts of the business according to the amount they have invested. Partners must file a certificate of limited partnership with state authorities.

Limited Liability Company (LLC)

An LLC is a hybrid between a partnership and a corporation. Members of an LLC have operational flexibility and income benefits similar to a partnership but also have limited liability exposure. While this seems very similar to a limited partnership, there are significant legal and statutory differences. Consultation with an attorney to determine the best entity is recommended.

Corporation

A corporation is a legal entity, operating under state law, whose scope of activity and name are restricted by its charter. Articles of incorporation must be filed with the state to establish a corporation. Stockholders' are protected from liability and those stockholders who are also employees may be able to take advantage of some tax-free benefits, such as health insurance. There is double taxation with a C corporation, first through taxes on profits and second on taxes on stockholder dividends (as capital gains).

Small Business Corporation (S-Corporation)

Subchapter S-corporations are special closed corporations (limits exist on the number of members) created to provide small corporations with a tax advantage, if IRS Code requirements are met. Corporate taxes are waived and reported by the owners on their individual federal income tax returns, avoiding the "double taxation" of regular corporations.

Advantages/Disadvantages

Sole Proprietorship

• Simplicity of organization-this is the most common form of business organization in the United States because it is the easiest and least expensive to establish.
• Minimum legal restriction-fewer reports have to be filed with government agencies. There are no charter restrictions on operations.
• Ease of discontinuance-the business can be terminated at the will of the owner.
• The owner is truly the boss, making all decisions, keeping all profits, and assuming responsibility for all losses and debts.
• Difficulty in raising capital-this can be a problem since an individual's resources are typically less than the pooled resources of partners.
• Limited life of the business-untimely, unanticipated, or unplanned removal of the proprietor from the operation of the business may have ramifications for creditors.
• Unlimited liability-this is by far the greatest disadvantage to the proprietorship. Even though proprietors may invest only part of their capital in the business, they remain personally liable to the full extent of their assets for the liabilities of the business.

Partnership

• Greater possible capital availability
• Greater resources for decision making, support, creative activity
• Unlimited liability in general partnerships
• Divided authority-having to divide the authority for making decisions among the partners can delay the decision-making process and occasionally lead to disagreement.

Limited Liability Company

• Allow greatest flexibility for customizing the structure of the business
• Limits member liability
• In many states, an LLC may have only one member (have the benefits of a sole proprietorhop but limits liability).
• Requires comprehensive operating agreement because of the high degree of variability/flexibility

Corporation/S-Corporation

• Limited liability to stockholders-liability is limited up to the amount invested personally in the business. In addition, personal assets may not be seized by creditors to satisfy debts (although now creditors often request personal guarantees on business loans).
• Perpetual life-the business continues as a legal entity. Shares in the corporation can be passed on to heirs.
• Ease of transferring ownership-stockholders can sell their shares when they desire, if there is a market.
• Ease of expansion of the company-greater capacity to raise capital by legal sale of stock.
• Government regulation-a corporate charter must be obtained from the state, and the corporation is subject to all state and record keeping regulations that pertain to corporations.
• Costs to organize a corporation are higher.
• Unless permission is obtained from other states, the corporate charter restricts operation to the state where it was issued.
• Double taxation feature unless S-Corporation election is made.