Recent Answers to Partnership Law Questions

Christopher N.

Answered Jun 18, 2025

Hopefully you have a partnership agreement between the two of you. If so, then the agreement SHOULD provide the steps necessary to wind down and liquidate the partnership. If not, then I highly recommend you consult with an attorney in ... Maryland, to assist with understanding your agreement (oral or otherwise), and how to dissolve the partnership. Good luck

Damien B.

Answered Dec 19, 2024

Even without an initial partnership agreement, drafting a dissolution agreement can clarify the terms of the dissolution, asset distribution, and responsibilities, reducing potential disputes. Make sure to pay off all outstanding partnership debts and obligations and notify all creditors. Consulting with an attorney experienced in New York partnership law is advisable to navigate the dissolution process effectively and ensure compliance with all legal requirements.

Dolan W.

Answered Oct 29, 2024

Hello! There are some advantages to an LLP for sure. The first one is partners in an LLP are generally protected from personal liability for business debts and obligations. Each partner is also shielded from liability for the negligent acts of other partners, which can be a big advantage in professions with potential liability concerns, such as legal or financial services. One of the biggest advantages is tax-related. Similar to a general partnership, an LLP allows profits and losses to pass through to individual partners’ tax returns, avoiding double taxation. This setup can reduce the tax burden compared to a traditional corporation. LLPs also have an easy set-up and are bogged down by dense corporate bylaws like corporations and because certain licensed professions, like law or accounting, are required to operate as LLPs, it adds a sense of credibility and professionalism. The downsides? California limits LLPs primarily to certain licensed professions, such as attorneys, accountants, and architects, as I mentioned above. This restriction may limit your options if your business does not fall into these categories. You may need an LLC if it's not one of those professions. Also, California requires LLPs to pay an annual minimum franchise tax of $800, which may be a burden for smaller operations. If you need money, investors or lenders might prefer the corporate structure, which they view as more stable. Best of luck. We can draft documents like partnership agreements for you. Dolan

Dolan W.

Answered Oct 25, 2024

Hello! Here are the steps: 1. Reserve a name. The state says - For general information about name reservations and name style requirements relating to limited liability companies, please refer to our Name Reservations webpage. 2. Create your Articles of organization. You should also create an operating agreement. We can do this for you. 3. You need an agent for service of process 4. You need to identify manager or member-managed 5. Then you then need to fill out and file form LLC-1. The instructions are listed at this link - https://bpd.cdn.sos.ca.gov/llc/forms/llc-1.pdf  Within 90 days of forming a California LLC, you’ll need to file an Initial Statement of Information. This form is free to file You can file this all online by the link - https://www.sos.ca.gov/business-programs/bizfile/file-online Best of luck! Dolan

Akash K.

Answered Oct 1, 2024

As with most legal questions, the answer is "it depends". In this case, it would depend largely on the relationship between your partner's illegal activities and the partnership - which would also be impacted by the type of partnership, terms of the partnership agreement and any actual or constructive knowledge you and/or your partner had regarding the illegal actions. However, in some cases it would be possible to be held personally liable for your partner's actions.

Thomas D.

Answered Sep 27, 2024

It is highly unusual that your partnership agreement does not address this issue. If there is no agreement to the contrary, then subject to very limited exceptions, a partner can assign its partnership interest.