Partnerships

A partnership is an association of two or more persons to carry on as co-owners a business for profit. This broad definition makes a partnership an entity that is simple to form while retaining some of the most complex state and tax laws regarding the results and implications of owning a partnership. Individuals may mistakenly enter into a partnership arrangment without intending to, and in the absence of legal advice this can have devastating consequences, including unlimited exposure of the partners for the debts and liabilities of the partnership.

Outside of specialized circumstances and requests, we advise against forming a general partnership. The business needs of the owners can often be met through other flowthrough entities that will limit liability, such as an S-Corporation or an LLC. Furthermore, there are a variety of different partnership entities which can be formed, depending on your needs, including:

1. General Partnership

2. Limited Partnership

3. Limited-Liability Partnership

4. Limited-Liability Limited Partnership

Generally, relations among the partners and between the partners and the partnership are governed by the partnership agreement. Because of the legal complexity of the partnership agreement, you should seek legal counsel before entering into a partnership. The Attorneys at Gerrard Cox Larsen are intimately familiar with state statutes and Federal code regarding partnership entities, and we can help you with your questions or with the formation and administration of your partnership. Please call us to schedule a consultation.