Business Newsletter
Continuity of Existence in Choosing a Form of Business Organization
Continuity of existence is an important factor in choosing the structure of a business. The value of a business when
viewed as a continuing or "going" concern is likely to be considered higher than the same business if it is being
dissolved and its value is being distributed.
Sole Proprietorship
By definition, a sole proprietorship will end upon the death of the proprietor, and its business will end once the
personal representative of the proprietor winds up and closes out the business. The personal representative could
sell the assets and goodwill of the business, but the loss of the proprietor is likely to have a significant impact on
the value of the business. A purchaser of the business would have to be assured that key employees and business
relationships would not be lost if the value of the business as a going concern is to be maintained.
General Partnership
A general partnership ends when a partner dies or withdraws from the partnership. However, the business of the
partnership may be continued through a new partnership if there is a provision to that effect in the original
general partnership agreement or if the surviving partners agree to form a new partnership that takes into account
the interest of the withdrawn or deceased partner.
Limited Partnership
A limited partnership continues in existence despite the death of a limited partner or the transfer of a limited
partner's interest. However, the limited partnership will end upon the retirement, death, or insanity of the general
partner under the Uniform Partnership Act unless the agreement setting up the limited partnership makes arrangements for
continuation of the business despite the loss of the general partner. Even with such arrangements, the need for a
transition may affect the perception of the going concern value of the business.
The Corporation
The corporation traditionally has been the form of business chosen to take advantage of the value of
perpetual existence of the business. A corporation may be dissolved or its charter may be forfeited, but it otherwise
may continue in perpetuity, and most jurisdictions require that corporate charters provide for perpetual existence.
Unlike sole proprietorships or general partnerships, changes in the identity of the owners or shareholders of a
corporation will not affect the existence of the business and normally will not affect the going concern value of
the business.