Start Up Tip: Forming a Partnership

A partnership is one business in which two or more people share ownership. Each partner contributes to all aspects of the business, including money, property, labor or skill. Each partner, in return, shares the profits and losses of the business. Because more than one person is involved in the decision-making, a wide variety of issues must be discussed prior to developing a legal partnership agreement. The agreement should include how future business decisions will be made, such as how profits will be divided, disputes resolved, ownership changes if or when new partners are brought in or current partners bought out, and how to dissolve the partnership. Although not legally required, partnership agreements are strongly recommended and it is considered extremely risky to operate without one in place.

Types of Partnerships

There are three general types of partnership agreements:

• General Partnerships assume that profits, liability and management duties are divided equally among partners. If you opt for an unequal distribution, the percentages assigned to each partner must be documented in the partnership agreement.

• Limited Partnerships (or a partnership with limited liability) are more complex than general partnerships. Limited partnerships allow partners to have limited liability as well as limited input with management decisions. These limits depend on the extent of each partner’s investment percentage. Limited partnerships are attractive to investors of short-term projects.

• Joint Ventures act as general partnership, but for only a limited period of time or for a single project. Partners in a joint venture can be recognized as an ongoing partnership if they continue the venture, but they must file as such.

Forming a Partnership

To form a partnership, you must register your business with your state through your Secretary of State’s office.

You’ll also need to establish your business name. For partnerships, your legal name is the name given in your partnership agreement or the last names of the partners. If you choose to operate under a name different than the officially registered name, you will most likely have to file a fictitious name such as an assumed name, trade name, or DBA name (“doing business as”).

Once your business is registered, you must obtain the necessary business licenses and permits. Regulations vary by industry, state and locality. Use the Licensing and Permits tool on the Small Business Administration website to find a listing of federal, state and local permits, licenses and registrations you’ll need to run a business.

Partnership Taxes

Most businesses will need to register with the IRS, with state and local revenue agencies, and obtain a tax ID number or permit. A partnership must file an “annual information return” to report the income, deductions, gains and losses from the business’s operations, but the business itself does not pay income tax. Instead, the business “passes through” any profits or losses to its partners. Partners include their respective share of the partnership’s income or loss on their personal tax returns.

Partnership taxes generally include:

• Annual Return of Income
• Employment Taxes
• Excise Taxes

Partners in the partnership are responsible for several additional taxes, including:

• Income Tax
• Self-Employment Tax
• Estimated Tax

Filing information for Partnerships

• Partnerships must furnish copies of their Schedule K-1 (Form 1065) to all partners by the date Form 1065 is required to be filed, including extensions.

• Partners are not employees and should not be issued a Form W-2.

The IRS guide to Partnerships provides all relevant tax forms and additional information regarding their purpose and use.

Advantages of a Partnership

• Easy and Inexpensive. Partnerships are generally an inexpensive and easily formed business structure. The majority of time spent starting a partnership often focuses on developing the partnership agreement.

• Shared Financial Commitment. In a partnership, each partner is equally invested in the success of the business. Partnerships have the advantage of pooling resources to obtain capital. This could be beneficial in terms of securing credit, or by simply doubling your seed money.

• Complementary Skills. A good partnership should reap the benefits of being able to utilize the strengths, resources and expertise of each partner.

• Partnership Incentives for Employees. Partnerships have an employment advantage over other entities if they offer employees the opportunity to become a partner. Partnership incentives often attract highly motivated and qualified employees.

Disadvantages of a Partnership

• Joint and Individual Liability. Like sole proprietorships, partnerships retain full, shared liability among the owners. Partners are not only liable for their own actions, but also for the business debts and decisions made by other partners. In addition, the personal assets of all partners can be used to satisfy the partnership’s debt.

• Disagreements Among Partners. With multiple partners, there are bound to be disagreements. Partners should consult each other on all decisions, make compromises, and resolve disputes as amicably as possible.

• Shared Profits. Because partnerships are jointly owned, each partner must share the successes and profits of their business with the other partners. An unequal contribution of time, effort, or resources can cause discord among partners.