Partnership

: How to Make Your Business Legal

Information to help you decide if a business Partnership is the best legal formation decision for your gift basket business.

Partnerships

In a Partnership, two or more people share ownership of a single business. Like proprietorships, the law does not distinguish between the business and its owners. The Partners should have a legal agreement that sets forth how decisions will be made, profits will be shared, disputes will be resolved, how future partners will be admitted to the partnership, how partners can be bought out, or what steps will be taken to dissolve the partnership when needed.

While it may be difficult to think about a “break-up” when the business is just getting started, many partnerships split up at crisis times and unless there’s a defined process, there will be even greater problems. The Partners must also decide up front how much time and capital each will contribute, etc.

Advantages of a Partnership:

• Partnerships are relatively easy to establish; however time should be invested in developing the partnership agreement.
• With more than one owner, the ability to raise funds may be increased.
  The profits from the business flow directly through to the partners’ personal tax returns.
• Prospective employees may be attracted to the business if given the incentive to become a partner.
• The business usually will benefit from partners who have complementary skills.

Disadvantages of a Partnership:

• Partners are jointly and individually liable for the actions of the other partners.
  Profits must be shared with others.
• Since decisions are shared, disagreements can occur.
• Some employee benefits are not deductible from business income on tax returns.
• The partnership may have a limited life; it may end upon the withdrawal or death of a partner.

Types of Partnerships to Consider

General Partnership:

Partners divide responsibility for management and liability, as well as the shares of profit or loss according to their internal agreement. Equal shares are assumed unless there’s a written agreement that states differently.

Limited Partnership and Partnership with limited liability:

‘Limited’ means that most of the partners have limited liability (to the extent of their investment) as well as limited input regarding management decisions, which generally encourages investors for short term projects, or for investing in capital assets. This form of ownership is not often used for operating retail or service businesses. Forming a limited partnership is more complex and formal than that of a general partnership.

Joint Venture:

Acts like a general partnership, but is clearly for a limited period of time or a single project. If the partners in a joint venture repeat the activity, they will be recognized as an ongoing partnership and will have to file as such, and distribute accumulated partnership assets upon dissolution of the entity.

Federal Tax Forms for Partnerships:
(only a partial list and some may not apply)

Form 1065: Partnership Return of Income
Form 1065 K-1: Partner’s Share of Income, Credit, Deductions
Form 4562: Depreciation
Form 1040: Individual Income Tax Return
Schedule E: Supplemental Income and Loss
Schedule SE: Self-Employment Tax
Form 1040-ES: Estimated Tax for Individuals

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