Business entities and diversity jurisdiction

Entity type What it is How it arises Example Diversity treatment
Sole proprietor Sole individual who engages in business without setting up any type of state-registered legal entity such as a corporation By operation of law. Simply put, when you start operating a business (with or without employees) and do not set up a corporation, LP, LLC, etc. Professor Nathenson d/b/a Breezeway Pizza Co. Normal citizen of a state analysis. Look to Professor N’s citizenship.
General partnership Two or more persons who carry on as co-owners of a business for profit, without setting up any type of state-registered legal entity such as  a corporation, LP, LLP, or LLC By operation of law. Partners start operating as a business for profit without bothering to set up an entity with the state. Professor Nathenson and Professor Silver start baking pizzas and selling them in the Breezeway, they call it Nathenson & Silver Breezeway Pizza Co. Look to citizenship of all partners (Professors N and S)
Corporation Division of ownership and control. Shareholders own the corporation. Directors control the corporation. You must file papers with the state. Nathenson Inc. (or Nathenson Corp.) 1332(c): ANY state or country where incorporated, AND THE state of PPOB
Limited partnership (LP) A partnership with a general and limited partner. You must file papers with the state. Nathenson & Silver LP Look to citizenship of all partners.
Limited Liability Partnership (LLP) Somewhat of a hybrid between corporation and partnership. Nature of ownership & control depends on LLP agreement. Many large law firms use this business model. You must file papers with the state. Nathenson & Silver LLP Look to citizenship of all owners (partners).
Limited Liability Company (LLC) Also somewhat of a hybrid between corporation and partnership. Some law firms use this business model. You must file papers with the state. Nathenson & Silver LLC Look to citizenship of all owners (members).
Professional Corporation (PC) A special type of corporation for certain professionals in some states. You must file papers with the state Nathenson & Silver PC 1332(c): ANY state or country where incorporated, AND THE state of PPOB

Posted Aug. 17, 2016