General Partnership

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How Does a General Partnership Work?

General partnerships are business arrangements in which two or more individuals share responsibilities, assets, profits, and financial and legal liabilities of a business they own together.

In a general partnership, partners are individually responsible for potentially unlimited liabilities. Unlike limited liability partnerships (LLPs) and limited liability companies (LLCs), liability is not capped. Owners are liable for debts, and their assets are subject to seizure. The business’s debts may also be sued by any partner.

Since a general partnership is a pass-through entity, where profits and losses flow directly to the partners, each partner reports his or her share on their personal tax returns. Taxes are not imposed on the partnership itself.

A general partnership’s understanding

A general partnership is an unincorporated business. General partnerships do not require state registration to operate legally.

Partners can structure their businesses in any way they see fit through general partnerships. Those partners are now able to control operations more closely.

This leads to more swift and decisive management action, compared with corporations, which face multiple layers of bureaucracy and red tape, complicating and slowing down implementation.

General partnerships must meet the following requirements:

  • There must be at least two participants.

  • Partners must agree to be personally liable for all liabilities incurred by their partnership.

General Partnership Aspects

Agreement of Partnership

Even though oral agreements are valid, a formal, written partnership agreement should be in place. A partnership agreement specifies the governing structure of the company, the partners’ rights and responsibilities, and the distribution of profits.

Additionally, it can state what should happen if a partner leaves, dies, or otherwise is unable to function. Survivors or successors may receive the interest of a deceased partner, for example.

Organizational management

Management and control should be addressed in the partnership’s own agreement.

In the absence of a partnership agreement that specifies how it should be managed and who should be in charge, most states have adopted the Revised Uniform Partnership Act (RUPA). Providing a standard of governance for partnerships is the purpose of the act. According to it:

  • Partnerships: how they are formed

  • Partner’s rights and responsibilities

  • Liabilities and assets of the partnership

  • Partner and partnership fiduciary duties

  • Allocation of profits and voting rights

Making individual decisions

A general partnership allows each partner to unilaterally enter into binding agreements and business deals, and all of the partners are bound by those agreements and business deals.

There may be disagreements as a result of such activities. As a result, many successful general partnerships include mechanisms for resolving conflicts.

A majority vote or complete consensus is sometimes required for major decisions by partners. As in a corporation’s board of directors, partners may designate non-partner appointees to manage partnerships. No matter what, a broad agreement is essential. Without it, even innocent parties can be held financially responsible for inappropriate or illegal activities.

Indemnification

Partner distributions come from the partnership’s profits rather than a salary. A partnership agreement should specify how profits will be allocated. According to RUPA (mentioned above), profits should be equally distributed if there is no partnership agreement.

A partnership’s surplus money can be used for other purposes (e.g., reinvested in the business).

Liability jointly with others

The debts and obligations of a general partnership are shared by the partners. Every partner agrees to be personally liable for all their actions, those of all their partners, and those of their employees.

For this reason, partners share responsibility-also called joint liability-for damages awarded in a legal action.

There are also states that allow joint and several liability, which allows a partner to sue another for actions taken by the other. It is then up to the partners to determine how much each owes the other.

Duties of Fiduciaries

Each partner is responsible for acting in the best interests of the partnership. Partner and business protection depends on specific fiduciary duties. It is possible for a partner who breaches a fiduciary duty to be personally liable for the harm the breach causes to the partnership.

Additional fiduciary duties may be asserted in the partnership’s agreement, but the main ones are:

Fair dealing and good faith

All partnership dealings must be conducted honestly and fairly.

Loyalty is an obligation

Partnerships should not be harmed by partners’ personal activities. It is important that they put the partnership’s best interests ahead of their own. Due to those personal interests, they must waive any conflicts of interest within the partnership.

Taking care of others

Managing the affairs of the partnership requires prudent and competent behavior. Importantly, if a partner acts in good faith and with reasonable care, they cannot be held liable.

Disclosure obligation

Whenever possible, partners should disclose information about risks and consequences related to the business’ well-being to their fellow partners. They must also disclose any conflicts of interest that may arise.

The tax code

Business income taxes are not paid by general partnerships, as mentioned previously. Individual partners receive income (and losses) directly from pass-through entities. Taxes owed on the partners’ shares of profits or losses must then be reported on their personal tax returns.

Also known as retained earnings, partners are responsible for paying taxes on income earned by their partnership but not distributed.

By March 15, a general partnership must complete IRS Form Schedule K-1 and provide it to each partner. In a K-1, partners detail their share of business income, losses, credits, and deductions. The information on K-1 is used to complete each partner’s personal tax return. You do not have to send the K-1 with your tax return to the IRS.

The Schedule SE is required because partnership earnings are considered self-employment income. The form is used to determine self-employment tax due. In addition to calculating your Social Security and Medicare benefits, the Social Security Administration (SSA) uses information on Schedule SE.

It is the general partnership’s responsibility to file Form 1065 with the IRS by April 15. An informational return, Form 1065 does not require payment.

A general partnership example

The general partnership has been the preferred business entity for individuals and service providers seeking to collaborate. Their simplicity, low cost, and ease of setup often account for this.

Architects, law firms, and medical practices often form general partnerships. Generally, spouses and other family members who want to run a business together form general partnerships.

An overview of the advantages and disadvantages of general partnerships

The advantages

  1. Corporations and limited liability partnerships (LLPs) are more expensive and difficult to establish than general partnerships.

  2. There is less paperwork to deal with. Partnership paperwork is generally not required in the United States, though local authorities may require certain registration forms, permits, and licenses.

  3. The partnership pays no taxes because it is a pass-through entity.

  4. It is not necessary to submit an annual report or external financial report.

  5. The dissolution of a general partnership is a simple process.

The disadvantages

  1. Liability is unlimited for individuals. It is possible to seize a partner’s personal property in order to settle partnership debts.

  2. Partners (and their employees) are responsible for each other’s (and their employees’) financial and legal consequences.

  3. It can be difficult to resolve disputes (unless the partnership agreement is properly prepared for this).

  4. The general partnership structure may become outdated over time as a business grows, encounters greater risks, and increases personal liability.

How do General Partnerships and Limited Liability Partnerships differ?

Actually, no. Limited liability partnerships and general partnerships are both pass-through entities. Partners in a general partnership, however, may be liable for financial and legal obligations to an unlimited extent. Limited liability partnerships (like limited liability companies) limit liability to what each partner has invested in the business. Seizures of their personal assets are prohibited.

General Partnerships: What Are Their Benefits?

Creating a general partnership can be a simple process. It’s easy for people to form a partnership, declare themselves as a partnership, and start working right away. Generally, general partnerships do not need to register with their state of operation. There is no need to incorporate either. Upon the departure of one partner, it can be dissolved automatically. Taxes aren’t paid by the company (although the partners do).

General partnerships: an understanding

The general partnership is an unincorporated business, which means you do not need to register it with the state. By definition, a general partnership exists when two or more people join forces to earn a profit.

Two conditions must be met for a general partnership to exist:

A minimum of two owners is required for a company to exist.

Regardless of the partnership’s debts or legal liabilities, all partners must agree to accept unlimited personal liability.

Every partner in a general partnership can enter into contracts or business deals that are binding on the other partners. In addition to being convenient, this means you should really trust the person or people with whom you form your company. It might be fun to start a business with a friend or family member, but they might not be the best business partners. Legally and financially, your partner’s actions and mistakes can affect you.

In most general partnerships, founders’ agreements or partnership agreements are used to prevent and resolve disagreements. Each owner’s rights and responsibilities are outlined in the agreement. Partner voting rights and profit distribution are also typically outlined in the agreement.

A general partnership dissolves when one of the partners passes away, becomes disabled, or leaves the partnership without a partnership agreement. It is possible to specify what should happen in these circumstances in an agreement. If one partner dies, the surviving partner or partners may be able to buy out that individual’s share first.

Features of a general partnership

In general, setting up a general partnership isn’t difficult, but its consequences can be very impactful, particularly when it comes to shared liability. An overview of the benefits of a general partnership can be found here.

In a general partnership, there is joint liability

General partnerships are characterized by shared liability for partnership debts and obligations. As a general partner, you are personally liable for three things:

  1. The actions they take on their own.
  2. Other partners’ actions bind the partnership together.
  3. Company employees’ actions.

Whenever a judge or jury awards damages to a general partnership, the partners share responsibility. In legal terms, this is known as joint and several liability.

Joint and several liability is something that some states take a step further with. Consequently, a debtor or legal claimant can sue any partner for actions taken by others. The partners are then responsible for determining who owes what. It is especially harmful if one of the partners is negligent or engaged in criminal activity in a general partnership.

 

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