Commonwealth State Corporation Commission Link»

Transcription

1 Commonwealth State Corporation Commission Link» Entity Types and Categories The following Definitions provide basic, general information about the Entity Types and Categories listed It is recommended that you consult with an attorney or a tax professional in order to determine the entity type that is most appropriate for your anticipated business activities Entity Type + Definition Corporation Limited liability Company Limited partnership Registered limited liability partnership Business trust Other business entity Business Trust A business trust is an unincorporated association whose governing instrument, sometimes referred to as a declaration of trust, provides that one or more trustees will manage property or conduct for-profit business activities on behalf of one or more beneficial owners. A business trust is a separate legal entity and, generally, its trustees and beneficial owners are not liable for the obligations of the business trust. Corporation A corporation is an artificial person or legal entity managed by a board of directors, consisting of one or more individuals, who collectively elect officers to run the corporation s day-to-day business activities. There are two types of corporations in Virginia, stock corporations, which are authorized to issue shares to persons who become shareholders, the owners of the corporation, and nonstock corporations, which may have members, but not owners. Stock corporations are usually formed to generate a profit for the shareholders. Nonstock corporations are usually organized for not-for-profit purposes, such as a tax-exempt, charitable organization or a property owners association. Generally, officers, directors, shareholders and members are not liable for the obligations of the corporation. General Partnership A general partnership (sometimes simply referred to as a partnership ) is an association of two or more persons to carry on, as co-owners, a business for profit. Each partner contributes money, property and/or services in return for an interest in the general partnership, shares in the profits and losses of the general partnership s business, and has equal rights in the management and conduct of the partnership s business. A general partnership is an entity distinct from its partners, but unless the general partnership is registered as a registered limited liability partnership (see this category, below), each partner is liable for the obligations of the general partnership. Limited Liability Company A limited liability company is an unincorporated association of one or more members (the owners) who share in the profits and losses of the company s business. It is managed in accordance with an operating agreement by one or more members (member-managed) or by one or more managers (manager-managed). A limited liability company is a separate legal entity and, generally, the members and managers are not liable for the obligations of the limited liability company. Limited Partnership A limited partnership, which is a type of partnership distinct from a general partnership, is formed by two or more persons with at least one general partner and one limited partner. The general partners exercise control over the management of the limited partnership s business. The limited partners contribute money, property and/or services in return for an interest in the partnership, and share in the profits and losses of the limited partnership with the general partners in accordance with a written partnership agreement or, if there is none, the value of the unreturned contributions made by each partner. A limited partnership is an entity distinct from its partners. Generally, the limited partners are not liable for the obligations of the limited partnership. Unless the limited partnership is registered as a registered limited liability partnership (see this category, below), however, each general partner is liable for the obligations of the limited partnership.

2 The following are categories within and across various business entity types. Category + Definition Benefit Corporation A benefit corporation is a Virginia stock corporation whose articles of incorporation provide that it is a benefit corporation and that has, as one of its purposes, the purpose of creating a general public benefit on society and/or the environment. Cooperative A cooperative is a stock or nonstock corporation that is organized to conduct, on a cooperative plan for the mutual benefit of its members, any housing, agricultural, fishing, dairy, mercantile, merchandise, brokerage, water, sewer, manufacturing, service or mechanical business, or to represent or provide financing for cooperative associations, societies, companies or exchanges. Foreign Business Entity A foreign business entity is a business trust, corporation, general partnership, limited liability company or limited partnership that has been incorporated, organized or formed under the laws of a state or jurisdiction other than Virginia. Professional Corporation A professional corporation is a stock or nonstock corporation that is organized for the sole and specific purpose of rendering the professional service of pharmacists, optometrists, physical therapists, physical therapist assistants, practitioners of the healing arts, nurse practitioners, practitioners of the behavioral science professions, veterinarians, surgeons, dentists, architects, professional engineers, land surveyors, certified landscape architects, certified interior designers, public accountants, certified public accountants, attorneys-at-law, insurance consultants, audiologists, speech pathologists or clinical nurse specialists. Professional Limited Liability Company A professional limited liability company is a limited liability company that is organized for the sole and specific purpose of rendering a professional service that can be performed by a professional corporation. Public Service Company A public service company is a business entity that conducts business as a gas, pipeline, electric light, heat, power, water supply, sewer, telephone or telegraph company, or as a common carrier of passengers or property. Generally, the business activities of a public service company are subject to regulation by a Virginia and/or federal governmental agency. Registered Limited Liability Partnership A registered limited liability partnership (sometimes referred to as a limited liability partnership) is a status granted to a general partnership or a limited partnership that has registered for such status in the jurisdiction of its formation. Upon registration, the partners of a general partnership and the general partners of a limited partnership are not liable for the obligations of the general partnership or limited partnership that arise after registration. Registered Limited Liability Limited Partnership A registered limited liability limited partnership is the term that applies to a limited partnership that has registered for status as a registered limited liability partnership.

3 VTC Procurement Guidelines for Business Authorization in the Commonwealth of Virginia These are the two clauses (in red below) we are required to use in RFP s and contracts as part of the General Terms and Conditions and Special Terms and Conditions Attached is the form requesting the SCC number Authorization to Conduct Business in the Commonwealth A Contractor organized as a stock or nonstick corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body, or VTC, pursuant to the Virginia Public Procurement Act shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, is so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. A public body, or VTC, may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section. State Corporation Commission Identification Number Pursuant to Code of Virginia, subsection B, an offeror organized or authorized to transact business in the Commonwealth pursuant to title 13.1 or Title 50 is required to include in its proposal the identification number issued to it by the State Corporation Commission (SCC). Any offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 or as otherwise required by law is required to include in its proposal statement describing why the offeror is not required to be so authorized. Indicate the above information on the SCC Form provided. Contractor agrees that the process by which compliance with Titles 13.1 and 50 is checked during the solicitation stage (including without limitation the SCC Form provided) is streamlined and not definitive, and the Commonwealth s use and acceptance of such form, or its acceptance of Contractor s statement describing why the offeror was not legally required to be authorized to transact business in the Commonwealth, shall not be conclusive of the issue and shall not be relied upon by the Contractor as demonstrating compliance. In our proposal submission requirement section of our RFP, (where we give them instructions on what to submit and how to submit) we use this: State Corporation Commission Form (Attachment C). Offeror is required to complete this form and submit with proposal. This is a mandatory requirement. Proposals missing this completed form may be rejected. See Section X, General Terms, Item X. Authorization to Conduct Business In the Commonwealth, and Section XI. Special Terms and Conditions, Item L. State Corporation Commission Identification Number. Any offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 or as otherwise required by law is required to include in its proposal statement describing why the offeror is not required to be so authorized. Indicate the above information on the SCC Form provided. >> See page 5

4 State Corporation Commission Form Virginia State Corporation Commission (SCC) registration information. The offeror: (Provide Offeror s Name) is a corporation or other business entity with the following SCC identification number: is not a corporation, limited liability company, limited partnership, registered limited liability partnership, or business trust is an out-of-state business entity that does not regularly and continuously maintain as part of its ordinary and customary business any employees, agents, offices, facilities, or inventories in Virginia (not counting any employees or agents in Virginia who merely solicit orders that require acceptance outside Virginia before they become contracts, and not counting any incidental presence of the offeror in Virginia that is needed in order to assemble, maintain, and repair goods in accordance with the contracts by which such goods were sold and shipped into Virginia from offeror s out-ofstate location) is an out-of-state business entity that is including with this proposal an opinion of legal counsel which accurately and completely discloses the undersigned offeror s current contacts with Virginia and describes why those contacts do not constitute the transaction of business in Virginia within the meaning of or other similar provisions in Titles 13.1 or 50 of the Code of Virginia. I certify the accuracy of this information: Signed: Title: Date:

5