Partnerships

What is a partnership and how do I create one?

A partnership is a business owned by two or more people that have not filed papers to become a corporation or a limited liability company (LLC). You do not have to complete any paperwork to create your partnership -- the arrangement begins as soon as you start a business with another person.

Although the law does not require it, many partners work out the details of how they will manage their business in a written partnership agreement. If you do not create a written agreement, the partnership laws of your state will govern your partnership.

Are there special rules for running partnerships?

Unlike corporations, partnerships are relatively informal business structures. Partnerships aren't required to hold meetings, prepare minutes, elect officers, or issue stock certificates. Generally, partners share equally in the management of the partnership and its profits and losses, and assume equal responsibility for its debts and liabilities. These and other details are typically described in a partnership agreement.

Is a written partnership agreement required for every partnership?

No law requires partners to create a written partnership agreement, but it's smart to do so. If you don't make a partnership agreement, you run the risk that the default rules in your state's partnership laws will govern your partnership in ways you and your partners won't like.

Creating a written partnership agreement will also give you and your partners a chance to discuss your expectations of each other, define how each of you will participate in the business, and help you work out any sticky issues before they become major problems.

You don't have to spend a fortune on lawyer's fees to create a valid agreement -- you and your partners can easily put together a simple, clear agreement yourselves.

How are partnerships taxed?

A partnership is not considered separate from its partners for tax purposes. Generally, this means the partnership itself does not pay any income taxes; instead, partnership income "passes through" the business to each partner, who then reports his or her share of business profits or losses on an individual federal tax return. Each partner will need to estimate the taxes he or she will owe at the end of the year and make four quarterly estimated tax payments to the IRS.

Are owners of a partnership personally liable for business debts?

Legally, a partnership is inseparable from its owners. As a result, each partner (with the exception of the limited partners in a limited partnership) is personally liable for the entire amount of any business-related obligations. This means that if you form a partnership, creditors can come after your personal assets (such as your house or car) to make sure any partnership debts get paid.

In addition, you are legally bound to any business transactions made by you or any of your partners, and you can be held personally liable for those actions. For example, if your partner takes out an ill-advised high interest loan on behalf of the partnership, you can be held personally responsible for the debt.

In contrast, owners of limited liability companies (LLCs) and corporations are not personally liable for business debts.

For more information about limited liability, see LLC Basics and Corporation Basics.

What happens if one partner wants to leave the partnership?

Before you go into business together, you and your partners should decide what will happen to the partnership when one partner retires, dies, or wants to leave the partnership for some other reason, such as a divorce or bankruptcy. You might feel like you're being overly cautious or pessimistic, but it almost always makes sense to include "buy-sell" provisions in your partnership agreement to deal with these issues. It's the best way to prevent resentments and serious problems (including messy lawsuits) from cropping up later on.

What are the differences between a partnership and a limited liability company?

When two or more people go into business together, they've automatically formed a partnership; they don't need to file any formal paperwork. By contrast, to form a limited liability company (LLC), business owners must file formal articles of organization (sometimes called a certificate of organization) with their state's LLC filing office (usually the secretary of state or department of corporations) and comply with other state filing requirements.

Aside from formation requirements, the main difference between a partnership and an LLC is that partners are personally liable for any business debts of the partnership -- meaning that creditors of the partnership can go after the partners' personal assets -- while members (owners) of an LLC are not personally liable for the company's debts and liabilities.

There is one similarity between LLCs and partnerships, however. They both offer "pass-through" taxation, which means that the owners report business income or losses on their individual tax returns; the partnership or LLC itself does not pay taxes.

What is the difference between a general partnership and a limited partnership?

Usually, when you hear the term "partnership," it refers to a general partnership -- that is, one where all partners participate to some extent in the day-to-day management of the business. Limited partnerships are very different from general partnerships, and are usually set up by companies that invest money in other businesses or real estate.

While limited partnerships have at least one general partner who controls the company's day-to-day operations and is personally liable for business debts, they also have passive partners called limited partners. Limited partners contribute capital to the business (investment money) but have minimal control over daily business decisions or operations.

In return for giving up management power, a limited partner's personal liability is capped at the amount of his or her investment. In other words, the limited partner's investment can go toward paying off any partnership debts, but the investor's personal assets cannot be touched -- this is called "limited liability." However, a limited partner who starts tinkering with the management of the business can quickly lose limited liability status.

Doing business as a limited partnership can be at least as costly and complicated as doing business as a corporation. For instance, complex securities laws often apply to the sale of limited partnership interests. Consult a lawyer with experience in setting up limited partnerships if you are interested in creating this type of business.