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General partnerships are a great way to pool your resources with someone who shares similar professional competencies. In the article below, we’ve outlined everything you need to know about general partnerships:
What is a General Partnership?
General partnerships, also known as GPs, are a type of legal entity that two or more owners create on a jointly-owned business. They establish the terms and conditions through a legal agreement. This business partnership agreement addresses ownership issues, such as profits, losses, and liabilities.
This web page also discusses general partnerships.
Pros and Cons of General Partnerships
It is critical to select the right partner to assist you in your business. Before making a final decision, understand the benefits and drawbacks of general partnerships.
Pros of General Partnerships
Here are the five pros of general partnerships:
Pro 1. Ease of Formation
A general partnership is as simple to establish as a sole proprietorship . The formation of a partnership business requires only a few filings, such as a detailed partnership agreement that outlines the responsibilities of each partner in the business.
Pro 2. Default Entity
There is no need to draft a detailed legal document before starting operations. This assertion is true as long as each partner agrees on the guidelines for their business among themselves.
Pro 3. Leadership Diversity
In a general partnership, people from various backgrounds and cultures pool their resources to form a general partnership. Diverse people’s experiences and skills can help you build a more effective and profitable business that will last in the long run.
Pro 4. Passthrough Entity Taxation
Partner report profits and losses incurred by the business on individual tax returns. This pass through entity gives them the benefit of the pass-through taxation structure.
Pro 5. Ease of Conversion
Each partner is responsible for half of the company’s liabilities. If five partners are involved, the liability percentage drops to twenty percent for each, but this does not guarantee risk-free business because personal assets are at risk.
Cons of General Partnerships
Here are the five cons of general partnerships:
Con 1. Personal Liability
Because a general partnership does not function as an independent entity, it lacks the financial protection of personal assets that a corporation or other types of business structures provide. If there is a problem with liabilities or losses, each partner may be personally liable depending on the cost, putting their assets at risk.
Con 2. Startup Funding
Each partner in a general partnership has personal tax liabilities and general debt liabilities that they cannot control directly. It makes it difficult for the company to find investors or other sources of financing to raise capital outside of the partners’ networks. As a result, a general partnership tends to be smaller compared to an LLC or corporation.
Con 3. Self-Employment Taxes
Instead of paying corporate taxes, general partners pay self-employment taxes. Self-employment tax is currently 15.3 percent.
Con 4. Transferability
A partner cannot transfer or divest their interest in their own business unless stated explicitly in the general partnership business agreement. Some states use the unanimous voting method because there are no strict regulations for a transfer of interest.
Con 5. Licenses
Many states allow partnerships to run without a license. However, a general partnership must have a business license when necessary. Examples of businesses that require licenses are restaurants and bars.
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Who Owns a General Partnership?
General partners own a general partnership. They form one by filing documents with the secretary of state’s office when requested. Otherwise, a general partnership agreement is sufficient to establish a relationship.
Here’s a web page that describes general partners.
General Partnership vs. Limited Partnership
General partnerships and limited partnerships have differences and similarities. They have in common that they both function as pass-through entities for tax purposes. As such, general and limited partners don’t have to pay taxes and report them on personal tax returns instead
Here are a few other issues to consider when looking at general partnerships vs. limited partnerships:
In the event of insolvency, general partners face unlimited liability. In other words, if the company goes bankrupt, bankruptcy courts can use the general partners’ assets to pay off debts. There’s virtually no asset protection on a general partnership.
Limited partners, on the other hand, have a lower level of liability than general partners. This outcome is since they don’t have the same authority and power as general partners.
The partnership agreement predetermines the limited partners’ ownership. If the general partner’s ownership is not mentioned or stated otherwise in the agreement, the general partner’s ownership is an equal owner of the entity.
Limited partners do not have complete control over operations or process management. Simply put, limited partners have very little power compared to general partners. General partners have complete control over the company’s operations, management, and other decision-making authority.
Profit & Loss
If profits and losses are not stated or mentioned in the agreement, general partners share them equally. Limited partners, on the other hand, share profits and losses based on their investment amounts.
General Partnership vs. LLCs
General partnerships are vastly different from LLCs. The most significant difference lies within asset protection and personal liability, not to mention taxation. An LLC can also act as a general partner in a general partnership.
Here are a few other essential considerations to make as well:
A limited liability company (LLC) is formed by filing “ Articles of Organization ” with the secretary of state’s office. The LLC specifies its name, whether the owners will run the company, the location of its principal office, and who will receive notices, lawsuits, and other official documents on behalf of the LLC.
General partnerships are formed by at least two people agreeing to be partners or conducting business and sharing profits even if there is no formal agreement. The partners do not file agreements and organizational documents. Unless it does business under the partners’ real names, the partnership must register a trade name.
General partners are personally liable for the debts of the company. These obligations include money owed for loans and agreements, as well as injuries caused by a partner’s or its employees’ wrongful acts. Creditors can seize the partners’ homes, bank accounts, and other assets to pay their debts.
A member’s liability in an LLC is limited to his investment in the company; they do not risk losing personal assets to pay company debts.
A single partner can act on behalf of the general partnership, putting the other partners at risk for unpaid debts, negligence, and intentional wrongdoing. A member-managed LLC, like a partnership, is run by its members.
There is no such thing as a general partnership that exists independently of its owners. The partnership ends when one of the partners dies, withdraws, or is unable to conduct business. An LLC survives the death or removal of a member because it is a separate legal entity and has operated indefinitely.
If you need a business formation or help with joint ventures, corporate lawyers and LLC lawyers can help you navigate the issues. They’ll ensure that you create the perfect structure that’s legally sound and healthy. Post a project in ContractsCounsel’s marketplace to find a legal professional in your state today.
Meet some of our General Partnership Lawyers
John Daniel "J.D." Hawke is an experienced attorney with a law practice in Mobile, Alabama. He was born in Fairhope, Alabama and after earning his undergraduate degree at Auburn University, he received a law degree from Thomas Goode Jones School of Law in 2010. After law school, he formed the Law Office of J.D. Hawke LLC and over the last decade he has fought incredibly hard for each and everyone of his clients. His practice focuses on representing people facing criminal charges and clients dealing with family law matters. In addition to criminal defense and domestic relations cases, he also regularly handles contract disputes, personal injury cases, small business issues, landlord/tenant disputes, document drafting, and estate planning. He is licensed to practice law in the State of Alabama and the United States District Court for the Southern District of Alabama.
Thomas Codevilla is Partner at SK&S Law Group where he focuses on Data Privacy, Security, Commercial Contracts, Corporate Finance, and Intellectual Property. Read more at Skandslegal.com Thomas’s clients range from startups to large enterprises. He specializes in working with businesses to build risk-based data privacy and security systems from the ground up. He has deep experience in GDPR, CCPA, COPPA, FERPA, CALOPPA, and other state privacy laws. He holds the CIPP/US and CIPP/E designations from the International Association of Privacy Professionals. Alongside his privacy practice he brings a decade of public and private transactional experience, including formations, financings, M&A, corporate governance, securities, intellectual property licensing, manufacturing, regulatory compliance, international distribution, China contracts, and software-as-a-service agreements.
Attorney of 6 years with experience evaluating and drafting contracts, formation document, and policies and procedures in multiple industries. Expanded to estate planning last year.
George is a lifelong Houston resident. He graduated from St. Thomas High School and then Texas A&M University. He obtained his Doctor of Jurisprudence from South Texas College of Law in 2007. He is experienced in real estate, estate planning & probate, civil/commercial matters, personal, injury, business matters, bankruptcy, general counsel on-demand, and litigation. He is active in the community serving as past-president of the St. Thomas Alumni Board, a current member of the Dads Club Aquatic Center Board of Directors, current member of the Dickinson Little Italy Festival of Galveston County Board of Directors, and former PTO President for Briarmeadow Charter School.
My clients are often small and medium size technology companies, from the "idea" stage to clients who may have raised a round or three of capital and need to clean up a messy cap table. I help with all legal matters related to growth that keep founders up at night - hiring people, allocating equity, dealing with shareholders and investors, client negotiations and early litigation counseling (before you need a litigator). I've seen a lot, and because I run my own business, I understand the concerns that keep you up at night. I’ve been through, both on my own and through other clients, the “teething” pains that will inevitably arise as you scale-up – and I’m here to help you. I have over 20 years international experience devising and implementing robust corporate legal strategies and governance for large multinationals. I now focus on start-ups and early/medium stage technology companies to enable a sound legal foundation for your successful business operations. Many of my clients are international with US based holding companies or presences. My 17 years abroad helps me "translate" between different regimes and even enabling Civil and Common Law lawyers to come together. Regularly, I handle early stage financings including Convertible Notes, Seed and Series A/B financings; commercial and technology contracts; international transactions; tax; mergers and acquisitions.
Sammy Naji focuses his practice on assisting startups and small businesses in their transactional and litigation needs. Prior to becoming a lawyer, Sammy worked on Middle East diplomacy at the United Nations. He has successfully obtained results for clients in breach of contract, securities fraud, common-law fraud, negligence, and commercial lease litigation matters. Sammy also counsels clients on commercial real estate sales, commercial lease negotiations, investments, business acquisitions, non-profit formation, intellectual property agreements, trademarks, and partnership agreements.