Introduction
Starting a partnership can be an exciting and rewarding experience, but you also don’t want to make any mistakes, whether it’s about the wrong partner, the liability or tax implications.
Before diving in, it’s important to understand all the legal aspects and considerations involved in creating a partnership. Hence we’ve prepared this in-depth guide for you. As legal experts with extensive experience in partnerships and business law, we’re here to guide you through the process and help you make informed decisions.
In this comprehensive guide, we’ll cover everything you need to know about starting a partnership, including when to enter into a partnership and when to avoid it, important legal considerations, and a template for a partnership agreement (read on until the end for the agreement). So whether you’re a new entrepreneur looking to start a business or an established business owner looking to expand, read on to learn how to build a successful partnership and avoid common pitfalls.
1. What is a Partnership?
A partnership is a business structure in which two or more individuals share ownership and management of a company. Partnerships are common in small businesses, where two or more individuals with complementary skills come together to form a business. Partnerships can be formed as general partnerships, limited partnerships, or limited liability partnerships (LLPs).
A general partnership is the most common form of partnership. In a general partnership, all partners share equal responsibility and liability for the business. Each partner has the right to manage the business and share in the profits.
A limited partnership is a partnership in which there are one or more general partners who manage the business and one or more limited partners who contribute capital but do not participate in the management of the business. Limited partners have limited liability, meaning they are not personally liable for the partnership’s debts.
An LLP is a hybrid business structure that provides the limited liability protection of a corporation while allowing partners to manage the business. In an LLP, all partners have limited liability, and each partner is responsible for their actions. Before getting started with a partnership, make sure to go trough our in-depth checklist over here.
2. Legal Requirements for Partnerships
To start a partnership, you’ll need to meet certain legal requirements. The first step is to choose a business name and register it with the appropriate state agency. You can also do this online here. You’ll also need to obtain any necessary licenses and permits, such as a business license or tax ID number.
Partnerships should also have a written partnership agreement that outlines each partner’s rights and responsibilities. The partnership agreement should include information on how profits and losses will be shared, how decisions will be made, and what happens if a partner wants to leave the partnership.
3. Tax Implications of Partnerships
Partnerships are considered pass-through entities, meaning the business’s income and losses are passed through to the partners’ individual tax returns. Partnerships are not taxed as separate entities, and the partners are responsible for paying taxes on their share of the profits.
It’s essential to consult with a tax professional to ensure that you are meeting all tax requirements for your partnership. Partnerships may need to file a partnership tax return, and each partner will receive a Schedule K-1, which outlines their share of the partnership’s profits and losses.
4. Partnership Liability
In a partnership, each partner has unlimited personal liability for the business’s debts and obligations. This means that if the partnership is sued, each partner’s personal assets can be at risk.
To protect themselves from personal liability, many partnerships choose to form an LLP or a limited partnership. In an LLP, partners have limited liability protection, meaning they are not personally liable for the partnership’s debts. In a limited partnership, only the general partners have unlimited personal liability, while the limited partners have limited liability.
5. Dispute Resolution in Partnerships
Disputes can arise in any business partnership, and it’s essential to have a plan in place for resolving conflicts. The partnership agreement should outline how disputes will be resolved, whether through mediation, arbitration, or litigation.
It’s also a good idea to have a buy-sell agreement in place, which outlines what happens if a partner wants to leave the partnership. The buy-sell agreement should outline the valuation of the business, how the departing partner will be compensated and what happens to their ownership interest.
6. Partnership Management
Partnerships can be managed by all partners or by one or more designated partners. The partnership agreement should outline how the business will be managed, including how decisions will be made and how profits will be distributed.
It’s important to have a clear understanding of each partner’s role and responsibilities. Each partner should have a specific area of expertise or responsibility that they are responsible for managing. This can help to avoid conflicts and ensure that the business runs smoothly.
7.When Not to enter in a Partnership
Entering into a partnership can be a great way to combine resources, share risks, and build a successful business. However, there are certain situations where it may not be advisable to enter into a partnership. Here are a few scenarios when you should think twice before entering into a partnership:
1. Incompatible Goals or Values
Partnerships work best when partners have similar goals and values. If partners have fundamentally different visions for the business or different values that can’t be reconciled, it may be best to avoid a partnership. These differences can lead to disagreements and conflicts that can harm the business and even result in legal action.
2. Personal Issues
Partnerships involve a great deal of trust and communication, and personal issues between partners can quickly erode that trust. If there are personal issues or conflicts that cannot be resolved, it may not be wise to enter into a partnership.
3. Lack of Clarity or Communication
Partnerships require clear communication and a shared understanding of roles, responsibilities, and expectations. If partners have difficulty communicating or lack clarity about these issues, it can create confusion and conflict that can harm the business. It’s important to have a clear partnership agreement and to discuss all important issues before entering into a partnership.
4. Significant Power Imbalances
Partnerships work best when power is shared equally between partners. If one partner has significantly more power or control over the business, it can create an uneven and unfair dynamic that can lead to conflict and legal action. If there is a significant power imbalance, it may be best to avoid a partnership.
5. Financial Risks
Partnerships involve sharing financial risks and liabilities. If one partner has significantly more financial resources or assets than the other, it can create an unfair dynamic that can harm the business. It’s important to carefully consider the financial risks and benefits of entering into a partnership before making a decision.
8. Partnership Agreement
As promised, we’ve prepared a partnership agreement template for you. Feel free to use it and fill in your information. Remember an agreement should also be eventually legalised by a lawyer at some point.
Partnership Agreement Template
This Partnership Agreement (“Agreement”) is made and entered into on [Date] by and between [Partner 1 Name] (“Partner 1”) and [Partner 2 Name] (“Partner 2”).
Purpose and Business of the Partnership
The purpose of this partnership is to [Insert purpose of the partnership]. The business of the partnership will be [Insert business details].
Capital Contributions
Each partner agrees to contribute the following to the partnership:
Partner 1:
[Insert contribution details]
Partner 2:
[Insert contribution details]
Profits and Losses
Profits and losses of the partnership will be allocated to the partners in the following way:
[Insert allocation details]
Management and Authority
The partners will manage the partnership and have equal authority in making business decisions. [Insert any exceptions or limitations to this statement.]
Ownership Interest
The ownership interest of each partner will be as follows:
Partner 1:
[Insert percentage or share of ownership]
Partner 2:
[Insert percentage or share of ownership]
Dissolution
This partnership may be dissolved by mutual agreement of the partners, or by a decision of [Insert a specified percentage] of the partners. Upon dissolution, the partners will [Insert distribution of assets or any other dissolution details].
Term
The partnership will begin on [Date] and will continue until dissolved or terminated by mutual agreement of the partners.
Governing Law and Jurisdiction
This agreement will be governed by and interpreted in accordance with the laws of [Insert governing law and jurisdiction]. Any disputes arising under this agreement will be resolved in the courts of [Insert jurisdiction].
Signatures
The partners have signed this agreement on the date and year first above written.
[Partner 1 Name] [Partner 2 Name]
FAQs:
Q: What is the difference between a general partnership and an LLP? A: A general partnership provides no liability protection for partners, while an LLP provides limited liability protection for all partners.
Q: Can a partnership have only one partner? A: No, a partnership requires at least two partners.
Q: What is a buy-sell agreement? A: A buy-sell agreement is a legal agreement that outlines what happens if a partner wants to leave the partnership.
Q: Do partnerships pay taxes? A: Partnerships are considered pass-through entities and do not pay taxes as a separate entity. The partners are responsible for paying taxes on their share of the profits.
Q: Can a partnership be converted into a corporation? A: Yes, a partnership can be converted into a corporation. However, this process can be complex and may require the assistance of a legal professional.
- What is the difference between a sole propietorship and a partnership?
A: A sole proprietorship is a type of business structure in which there is only one owner. The owner is responsible for all aspects of the business and has complete control over its operations. The owner reports all profits and losses on their personal income tax return and is personally liable for all business debts and legal obligations.
On the other hand, a partnership is a type of business structure in which two or more people own and operate the business together. Partnerships can be general partnerships, in which all partners have equal responsibility and liability for the business, or limited partnerships, in which there is at least one general partner with unlimited liability and one or more limited partners with limited liability. In a partnership, profits and losses are divided among the partners according to their share of ownership, and the partners report their share of the profits and losses on their personal income tax returns.
Overall, the key difference between a sole proprietorship and a partnership is the number of owners and the extent of personal liability. In a sole proprietorship, there is only one owner who is personally liable for all business debts and legal obligations. In a partnership, there are multiple owners who share responsibility and liability for the business.
Conclusion
Starting a partnership can be great and may sound exciting if you are talking to a friend about it. But it’s important to understand the legal aspects of partnerships. Make sure that you follow the above tips and understand the legal requirements, understanding the tax implications, and having a clear partnership agreement, you can help ensure the success of your partnership. It’s important to consult with a legal professional who can provide guidance and support throughout the process.
Further Reading:
Starting a Business? Here’s Your Step-by-Step Checklist to Ensure Success
Which Legal Structure is Right for Your Business? A Definitive Guide (incl. examples)
Starting a Sole Proprietorship: Everything you need to know!
The Ultimate Guide to Starting an LLC
Starting a corporation – A brief guide
Non-Profit Organizations 101: What You Need to Know Before Starting Your Own
