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usually general partnerships. If you are interested in forming a partnership, limited or general, or learning more about them,


see The Partnership Book, by Denis Clifford and Ralph Warner (Nolo).     Limited partnerships. This arrangement is a form of business organization under which you as governed by state and federal regulations.     What are the advantages of a limited partnership to you as the entrepreneur? First, investors are more likely to invest in your project when their liability is limited to their investment. Second, youll be the sole boss of your business-no one else will have a say in the details of its operations. The major disadvantage of this form of ownership is that the general partner, normally you, is personally liable for all the partnership debts and lawsuits. Thats why most businesses form as corporations, which limit the personal liability of all owners.     Corporations. One of the most popular methods of selling equity investments is to form a corporation and sell shares of stock. The shareholders potential losses are typically limited to the purchase price of their shares. A corporation is a legal entity that is separate from you. You form a corporation by paying fees and filing forms at a state office. A corporation lets you keep management control of the business; as long as you retain 51% of the shares of stock, you can call the shots.     How much people are willing to pay for your stock depends mostly on what they think of your prospects. If you have a firm, exclusive contract to sell a popular, new type of computer peripheral and only need money to build a showroom, potential buyers will probably find you. However, if youre trying to build a factory to mass produce a new and relatively untried type of pooper- scooper, you will almost certainly have more difficulty.     If you conduct business in a legal and ethical manner, the corporation can shield you and your shareholders from personal liability for business losses. However, officers and directors of a corporation can be held personally liable for any corporate acts that break the law or breach their duty to the shareholders to act responsibly.     WarningLenders and landlords normally require that corporate officers personally guarantee any loans or leases that the corporation enters into until it has a several-year track record and a strong financial position. So, you can expect to be held personally responsible for company debts even though you form a corporation and are protected from routine business losses.           Corporations and Red Tape     Corporations bring several complications-but most entrepreneurs consider the costs and inconvenience a small price to pay for the ability to raise the capital they need. I only summarize a few issues here:     Recordkeeping in corporations. Keeping your shareholders informed and your corporation in good standing means that you have to perform certain legal acts and pay various taxes and fees. Its more complicated and expensive than doing business as a sole proprietor.     Taxes and corporations. You can take money out of your corporation in only two ways: salaries rates.     Selling shares in your corporation. Both federal and state regulatory authorities have many rules and regulations governing sales of corporate shares or limited partnership interests. The