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partnership

 
Dictionary: part·ner·ship   (pärt'nər-shĭp') pronunciation
n.
  1. The state of being a partner.
    1. A legal contract entered into by two or more persons in which each agrees to furnish a part of the capital and labor for a business enterprise, and by which each shares a fixed proportion of profits and losses.
    2. The persons bound by such a contract.
  2. A relationship between individuals or groups that is characterized by mutual cooperation and responsibility, as for the achievement of a specified goal: Neighborhood groups formed a partnership to fight crime.

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Investment Dictionary: Partnership
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A business organization in which two or more individuals manage and operate the business. Both owners are equally and personally liable for the debts from the business.

Investopedia Says:
Partnership doesn't always mean two people. There are many large partnerships who have thousands of partners.

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Contract between two or more people in a joint business who agree to pool their funds and talent and share in the profits and losses of the enterprise. Those who are responsible for the day-to-day management of the partnership's activities, whose individual acts are binding on the other partners, and who are personally liable for the partnership's total liabilities are called general partners. Those who contribute only money and are not involved in management decisions are called limited partners; their liability is limited to their investment.

Partnerships are a common form of organization for service professions such as accounting and law. Each accountant or lawyer made a partner earns a percentage of the firm's profits.

Limited partnerships are also sold to investors by brokerage firms, financial planners, and other registered representatives. These partnerships may be either public (meaning that a large number of investors will participate and the partnership's plans must be filed with the Securities and Exchange Commission) or private (meaning that only a limited number of investors may participate and the plan need not be filed with the SEC). Both public and private limited partnerships invest in real estate, oil and gas, research and development, and equipment leasing. Some of these partnerships are oriented towards offering tax advantages and capital gains to limited partners, while others are designed to provide mostly income and some capital gains.

See also General Partner; Limited Partnership; Oil and Gas Limited Partnership; Private Limited Partnership; Public Limited Partnership.

Real Estate Dictionary: Partnership
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An agreement between 2 or more entities to go into business or invest. Either partner may bind the other, within the scope of the partnership. Each partner is liable for all the partnership's debts. A partnership normally pays no taxes, but merely files an information return. The individual partners pay personal income tax on their share of Income. See also General Partner, Limited Partnership. Compare with Corporation.
Example: Abel and Baker form a partnership to buy land. The partnership owns the property, rather than Abel and Baker.

Business Encyclopedia: Partnership
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A partnership is an association of two or more persons to carry on as co-owners a business for profit. Partnerships are governed by state law. However, many state legislatures have looked to the Uniform Partnership Act, originally adopted by the National Conference of Commissioners of Uniform State Laws, for guidance. The act was adopted in forty-six states, the District of Columbia, and the U.S. Virgin Islands. The 1990s witnessed major changes to the act, which was originally adopted in the form of the 1992 Uniform Partnership Act. The 1992 act has undergone several amendments, and it currently exists as the Uniform Partnership Act (1997), which had been adopted in approximately half of the states as of the close of the twentieth century. This article will generally follow the Uniform Partnership Act (1997) with an effort to identify those provisions that are less widely accepted, but the reader must keep in mind that state law, not the Uniform Act, will govern in a court of law.

Partnership As Distinguished from Other Entities

General partnerships, which are referred to in this article simply as "partnerships," are to be distinguished from other types of entities, including for-profit and nonprofit corporations nonprofit as sociations, and limited liability companies (LLCs). Partnerships are like for-profit corporations and most limited liability companies in that they are intended to operate for profit. However, corporations and limited liability companies are creatures of statute, created and able to exist only by following specific statutory procedures. Partnerships, on the other hand, may exist on a far more informal basis; they can even be based on a hand shake agreement. Perhaps the single most significant distinction between corporations and limited liability companies on one hand, and partnerships on the other, is that the former offer liability protection to those who invest in, own, and operate the entities, while general partnerships offer no such protection.

The majority of this article will focus on general partnerships, which are the traditional form of partnerships. However, some discussion will be given below to limited partnerships and limited liability partnerships, both of which offer at least some liability protection in exchange for conformity with statutory procedures.

Partnership Elements and Formation

As stated earlier, a partnership is an association of two or more persons to carry on as co-owners a business for profit. From this definition, it follows that the essential elements of a partnership are: It is (1) a voluntary agreement (2) to associate for the purpose of sharing profits and losses arising from (3) a common business enterprise and (4) the intention of the principals to form a partnership for those purposes.

The first element of a partnership is a contract among the partners. Any person or entity, so long as that person or entity has the legal capacity to contract, may become a partner. However, because a partnership is a voluntary contractual relationship, no person may become a partner without the consent of all other partners. This contract may be either express or implied and may be written or oral. Of course, the careful planner would favor an express written partnership agreement to provide for the creation, operation, management, and dissolution of the partnership, but this is not a required element. Two individuals who begin making furniture in their garage, selling the furniture to others, and splitting the profits and expenses have formed a partnership, even if neither has ever uttered the word partnership.

Unlike the other for-profit entities discussed earlier, there are no organizational documents that must be filed with a public office, and the partnership agreement, even if written, is not a public document. To further illustrate this, to form a corporation the incorporators must execute articles of incorporation and file those articles with the secretary of state in the state in which the corporation will exist. A corporation is also required to have written bylaws, which are the rules of management, operation, and existence of the corporation. Similarly, an LLC does not exist until the articles of organization have been filed with the secretary of state, and most state statutes require a limited liability company to have a written operating agreement to govern its conduct. There are no such prerequisites to the existence of a partnership. Generally, the only public documents that must be filed by a partnership are those documents necessary to register the business name of the partnership, and this requirement only applies if the partnership is using a name other than the real names of the partners.

Partnership As a Distinct Entity

An important issue in partnership law is whether the partnership is an entity distinct from the partners in their individual capacity. By way of comparison, it is a fundamental tenet of the law of corporations and of LLCs that those entities are separate and distinct from their shareholders and members, respectively. The issue is not so clear in the case of partnerships. At common law, a partnership was clearly not a legal entity distinct from, or independent of, the partners and had no legal existence apart from the partners themselves. With the adoption of the Uniform Partnership Act (1914), a school of thought emerged a partnership was, at least for some limited purposes, an entity distinct from its partners. However, this issue remained largely unresolved throughout much of the twentieth century. Even the adoption of the 1992 Uniform Partnership Act did not resolve the issue. Finally, the 1997 Uniform Partnership Act stated unequivocally that "[A] partnership is an entity distinct from its partners." [Uniform Partnership Act (1997) (U.L.A.) 201(a).]

The concept of the partnership as a distinct entity remains a difficult issue. In most states, a partnership is a distinct entity for some purposes but not for others. For example, generally a partnership may sue or be sued and may own, hold, or convey real or personal property on its own behalf. The U.S. Bankruptcy code also treats partnerships as distinct entities. However, for purposes of federal income tax, the partnership is not a distinct entity. Although the partnership is required to file a federal tax return, that return is an informational return only, and the partnership has no federal tax liability. All profits and losses of the partnership flow directly to the partners in their individual capacity.

Partnership Property

As mentioned above, a partnership is recognized as a distinct entity for purposes of owning, holding, or conveying real estate. Property contributed to the partnership by the partners, as well as property purchased or otherwise acquired by the partnership, is partnership property, while the property of the partners, such as a partner's personal home and banking account, is not considered partnership property.

Liability of Partners

Despite the fact that the partnership is an entity distinct from its partners, each partner, in his or her personal capacity, is liable for the debts, obligations, acts, or omissions of the other partners. Therefore, an individual who is owed money by a partnership, is the victim of a breach of contract by the partnership, or is harmed by any act or omission of the partnership, any employee or agent of the partnership, or of any partner acting in his or her capacity as partner has the right to bring suit and collect compensation or damages from the partnership or any of the partners individually. This individual liability is probably the single most important characteristic of a partnership, and it is essential to the consideration of any group of individuals about to embark on a partnership.

The distinction between partnership property and the personal property of partners is of critical importance with regard to creditors of a partnership. In bringing action to collect debts, a partnership creditor must first attach the property of the partnership. Only after all partnership property is exhausted may the partnership creditor become the creditor of the individual partners.

Liability for partnership debts must be distinguished from liability for the personal debts of a partner. A creditor of a partner in his or her individual capacity must collect that debt from the property owned by the partner personally, not from the partnership property. Such a creditor, after exhausting the partner's property, may acquire a charging order against the partnership, which entitles the creditor only to the debtor partner's future profits and distributions from the partnership.

Partner's Rights

The partner's right to partnership property is described as a tenancy in partnership. The partner is co-owner of this property with his or her partners but has no right to possess, sell, transfer, or assign specific partnership property in any capacity other than on behalf of the partnership. When a partner dies, his or her ownership of specific partnership property automatically vests in the surviving partners.

A partner's interest in the partnership itself is a personal property interest in the profits and surplus of the partnership. While a partner is prevented from transferring an interest in individual partnership property, the partner may transfer an interest in the partnership itself. Of course, this right to transfer is subject to the consent of all existing partners to the admission of a new partner, and it may be restricted by a partnership agreement.

Unless a partnership agreement provides otherwise, each partner has the right (1) to be repaid the partner's capital investment in the partnership, (2) to share equally in the profits and losses of the partnership, (3) to share equally in the management and conduct of the partnership business, and (4) to inspect the books and records of the partnership. A partner does not have the right to be compensated for services performed for the partnership. Any dispute among the partners regarding the conduct of the partnership's business is to be decided by a majority of the partners.

Duties and Liability of Partners

In conduct among partners, each partner owes the other partners an obligation to act with the utmost good faith and loyalty. Partners are not considered to be merely individuals transacting with one another at arm's length, but rather to be fiduciaries of one another. Therefore, the duty among partners involves a very high standard of conduct. A partner may not take advantage of a partnership opportunity, compete with the partnership, or engage in conduct that is detrimental to the best interest of the partnership. In conducting business with individuals who are not partners, every partner is an agent of the partnership. Therefore, the acts and words of a partner may be imputed to the partnership.

Dissolution and Winding Up

Dissolution is the triggering event that begins the winding up of a partnership. Unless the partnership agreement specifically provides otherwise, a dissolution may be caused by the termination of a definite term or the partnership as specified in the partnership agreement, the express will of any partner, the agreement of all partners, the expulsion of a partner, the unlawfulness of the partnership's business, the death or retirement of a partner, or the bankruptcy of any partner or the partnership. These triggering events are further evidence in support of the assertion that a written partnership agreement is essential to a successful partnership. For example, a viable partnership may have many partners, but without an express provision in the partnership agreement to the contrary, the retirement of any one of those partners would trigger the dissolution of the partnership, despite the desires of the remaining partners to continue the partnership. During the winding up process, the remaining partners may complete unfinished transactions, cease the conduct of the partnership's business, pay the debts of the partnership, and distribute any remaining assets to the partners.

Limited Partnerships

As opposed to general partnerships, limited partnerships (LPs) are creatures of statute. In most states, it is necessary to file a certificate of limited partnership with the secretary of state to receive approval and to file annual reports. It is also necessary to have a partnership agreement. LPs consist of one general partner and one or more limited partners. The general partner possesses all management and decision-making power and is afforded no liability protection. The limited partners may not participate in the management of the LP, but in return they receive limited liability protection.

Limited Liability Partnerships

Like LPs, it is necessary to file a statement of qualification and annual reports to form an LLP. Unlike an LP, all partners in an LLP may participate in the management and control and receive limited liability protection.

[Article by: KEITH A. BICE]

Dental Dictionary: partnership
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n

1. The association of two or more persons for the purpose of carrying on business (or practice) together and dividing its profits. n 2. a legal, binding contract defining the association of two or more persons in a business or professional relationship such as a dental practice.


Association of two or more persons or entities that conduct a business for profit as co-owners. Except in the case of the limited liability partnership, which shares with the corporation the characteristic of being treated as a single entity whose members have limited personal liability, a partnership is traditionally viewed as an association of individuals rather than an entity with a separate and independent existence. A partnership cannot exist beyond the lives of the partners. The partners are taxed as individuals and are personally liable for torts and contractual obligations. Each is viewed as the agent of the others, and traditionally all are jointly and severally liable for the tortious acts of any partner.

For more information on partnership, visit Britannica.com.

Law Encyclopedia: Partnership
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This entry contains information applicable to United States law only.

An association of two or more persons engaged in a business enterprise in which the profits and losses are shared proportionally. The legal definition of a partnership is generally stated as "an association of two or more persons to carry on as co-owners a business for profit" (Revised Uniform Partnership Act § 101 [1994]).

Early English mercantile courts recognized a business form known as the societas. The societas provided for an accounting between its business partners, an agency relationship between partners in which individual partners could legally bind the partnership, and individual partner liability for the partnership's debts and obligations. As the regular English courts gradually recognized the societas, the business form eventually developed into the common-law partnership. England enacted its Partnership Act in 1890, and legal experts in the United States drafted a Uniform Partnership Act (UPA) in 1914. Every state has adopted some form of the UPA as its partnership statute; some states, however, have made revisions to the UPA or have adopted the Revised Uniform Partnership Act (RUPA), which legal scholars issued in 1994.

The authors of the initial UPA debated whether in theory a partnership should be treated as an aggregate of individual partners or as a corporatelike entity separate from its partners. The UPA generally opted for the aggregate theory in which individual partners ("an association") comprised the partnership. Under an aggregate theory, partners are co-owners of the business; the partnership is not a distinct legal entity. This led to the creation of a new property interest known as a "tenancy in partnership," a legal construct by which each partner co-owned partnership property. An aggregate approach nevertheless led to confusion as to whether a partnership could be sued or whether it could sue on its own behalf. Some courts took a technical approach to the aggregate theory and did not allow a partnership to sue on its own behalf. In addition, some courts would not allow a suit to go forward against a partnership unless the claimant named each partner in the complaint or added each partner as an " indispensable party."

The RUPA generally adopted the entity approach, which treats the partnership as a separate legal entity that may own property and sue on its own behalf. The RUPA nevertheless treats the partnership in some instances as an aggregate of co-owners; for example, it retains the joint liability of partners for partnership obligations. As a practical matter, therefore, the present-day partnership has both aggregate and entity attributes. The partnership, for instance, is considered an association of co-owners for tax purposes, and each co-owner is taxed on his or her proportional share of the partnership profits.

Formation

The formation of a partnership requires a voluntary "association" of persons who "co-own" the business and intend to conduct the business for profit. Persons can form a partnership by written or oral agreement, and a partnership agreement often governs the partners' relations to each other and to the partnership. The term person generally includes individuals, corporations, and other partnerships and business associations. Accordingly, some partnerships may contain individuals as well as large corporations. Family members may also form and operate a partnership, but courts generally look closely at the structure of a family business before recognizing it as a partnership for the benefit of the firm's creditors.

Certain conduct may lead to the creation of an implied partnership. Generally, if a person receives a portion of the profits from a business enterprise, the receipt of the profits is evidence of a partnership. If, however, a person receives a share of profits as repayment of a debt, wages, rent, or an annuity, such transactions are considered "protected relationships" and do not lead to a legal inference that a partnership exists.

Relationship of Partners to Each Other

Each partner has a right to share in the profits of the partnership. Unless the partnership agreement states otherwise, partners share profits equally. Conversely, partners must contribute equally to partnership losses unless a partnership agreement provides for another arrangement. In some jurisdictions a partner is entitled to the return of her or his capital contributions. In jurisdictions that have adopted the RUPA, however, the partner is not entitled to such a return.

In addition to sharing in the profits, each partner also has a right to participate equally in the management of the partnership. In many partnerships a majority vote resolves disputes relating to management of the partnership. Nevertheless, some decisions, such as admitting a new partner or expelling a partner, require the partners' unanimous consent.

Each partner owes a fiduciary duty to the partnership and to copartners. This duty requires that a partner deal with copartners in good faith, and it also requires a partner to account to copartners for any benefit that he or she receives while engaged in partnership business. If a partner generates profits for the partnership, for example, that partner must hold the profits as a trustee for the partnership. Each partner also has a duty of loyalty to the partnership. Unless copartners consent, a partner's duty of loyalty restricts the partner from using partnership property for personal benefit and restricts the partner from competing with the partnership, engaging in self-dealing, or usurping partnership opportunities.

Relationship of Partners to Third Persons

A partner is an agent of the partnership. When a partner has the apparent or actual authority and acts on behalf of the business, the partner binds the partnership and each of the partners for the resulting obligations. Similarly, a partner's admission concerning the partnership's affairs is considered an admission of the partnership. A partner may only bind the partnership, however, if the partner has the authority to do so and undertakes transactions while conducting the usual partnership business. If a third person, however, knows that the partner is not authorized to act on behalf of the partnership, the partnership is generally not liable for the partner's unauthorized acts. Moreover, a partnership is not responsible for a partner's wrongful acts or omissions committed after the dissolution of the partnership or after the dissociation of the partner. A partner who is new to the partnership is not liable for the obligations of the partnership that occurred prior to the partner's admission.

Liability

Generally, each partner is jointly liable with the partnership for the obligations of the partnership. In many states each partner is jointly and severally liable for the wrongful acts or omissions of a copartner. Although a partner may be sued individually for all the damages associated with a wrongful act, partnership agreements generally provide for indemnification of the partner for the portion of damages in excess of her or his own proportional share.

Some states that have adopted the RUPA provide that a partner is jointly and severally liable for the debts and obligations of the partnership. Nevertheless, before a partnership's creditor can levy a judgment against an individual partner, certain conditions must be met, including the return of an unsatisfied writ of execution against the partnership. A partner may also agree that the creditor need not exhaust partnership assets before proceeding to collect against that partner. Finally, a court may allow a partnership creditor to proceed against an individual partner in an attempt to satisfy the partnership's obligations.

Partnership Property

A partner may contribute personal property to the partnership, but the contributed property becomes partnership property unless some other arrangement has been negotiated. Similarly, if the partnership purchases property with partnership assets, such property is presumed to be partnership property and is held in the partnership's name. The partnership may convey or transfer the property but only in the name of the partnership. Without the consent of all the partners, individual partners may not sell or assign partnership property.

In some jurisdictions the partnership property is considered personal property that each partner owns as a "tenant in partnership," but other jurisdictions expressly state that the partnership may own property. The tenant in partnership concept, which is the approach contained in the UPA, is the result of adopting an aggregate approach to partnerships. Because the aggregate theory is that the partnership is not a separate entity, it was thought that the partnership could not own property but that the individual partners must actually own it. This approach has led to considerable confusion, and the RUPA now expressly states that the partnership may own partnership property.

Partnership Interests

A partner's interest in a partnership is considered personal property that may be assigned to other persons. If assigned, however, the person receiving the assigned interest does not become a partner. Rather, the assignee only receives the economic rights of the partner, such as the right to receive partnership profits. In addition, an assignment of the partner's interest does not give the assignee any right to participate in the management of the partnership. Such a right is a separate interest and remains with the partner.

Partnership Books

Generally, a partnership maintains separate books of account, which typically include records of the partnership's financial transactions and each partner's capital contributions. The books must be kept at the partnership's principal place of business, and each partner must have access to the books and be allowed to inspect and copy them upon demand. If a partnership denies a partner access to the books, he or she usually has a right to obtain an injunction from a court to compel the partnership to allow him or her to inspect and copy the books.

Partnership Accounting

Under certain circumstances a partner has a right to demand an accounting of the partnership's affairs. The partnership agreement, if any, usually sets forth a partner's right to a pre-dissolution accounting. State law also generally allows for an accounting if copartners exclude a partner from the partnership business or if copartners wrongfully possess partnership property. In a court action for an accounting, the partners must provide a report of the partnership business and detail any transactions dealing with partnership property. In addition, the partners who bring a court action for an accounting may examine whether any partners have breached their duties to copartners or the partnership.

Taxation

One of the primary reasons to form a partnership is to obtain its favorable tax treatment. Because partnerships are generally considered an association of co-owners, each of the partners is taxed on her or his proportional share of partnership profits. Such taxation is considered "pass-through" taxation in which only the individual partners are taxed. Although a partnership is required to file annual tax returns, it is not taxed as a separate entity. Rather, the profits of the partnership "pass through" to the individual partners, who must then pay individual taxes on such income.

Dissolution

A dissolution of a partnership generally occurs when one of the partners ceases to be a partner in the firm. Dissolution is distinct from the termination of a partnership and the "winding up" of partnership business. Although the term dissolution implies termination, dissolution is actually the beginning of the process that ultimately terminates a partnership. It is, in essence, a change in the relationship between the partners. Accordingly, if a partner resigns or if a partnership expels a partner, the partnership is considered legally dissolved. Other causes of a dissolution include the bankruptcy or death of a partner, an agreement of all partners to dissolve, or an event that makes the partnership business illegal. For instance, if a partnership operates a gambling casino and gambling subsequently becomes illegal, the partnership will be considered legally dissolved. In addition, a partner may withdraw from the partnership and thereby cause a dissolution. If, however, the partner withdraws in violation of a partnership agreement, the partner may be liable for damages as a result of the untimely or unauthorized withdrawal.

After dissolution, the remaining partners may carry on the partnership business, but the partnership is legally a new and different partnership. A partnership agreement may provide for a partner to leave the partnership without dissolving the partnership but only if the departing partner's interests are bought by the continuing partnership. Nevertheless, unless the partnership agreement states otherwise, dissolution begins the process whereby the partnership's business will ultimately be wound up and terminated.

Dissociation

Under the RUPA, events that would otherwise cause dissolution are instead classified as the dissociation of a partner. The causes of a dissociation are generally the same as those of a dissolution. Thus, dissociation occurs upon receipt of a notice from a partner to withdraw, by expulsion of a partner, or by bankruptcy-related events such as the bankruptcy of a partner. A dissociation does not immediately lead to the winding up of the partnership business. Instead, if the partnership carries on the business and does not dissolve, it must buy back the former partner's interest. If, however, the partnership is dissolved under the RUPA, then its affairs must be wound up and terminated.

Winding Up

Winding up refers to the procedure followed for distributing or liquidating any remaining partnership assets after dissolution. Winding up also provides a priority-based method for discharging the obligations of the partnership, such as making payments to non-partner creditors or to remaining partners. Only partners who have not wrongfully caused dissolution or have not wrongfully dissociated may participate in winding up the partnership's affairs.

State partnership statutes set the procedure to be used to wind up partnership business. In addition, the partnership agreement may alter the order of payment and the method of liquidating the assets of the partnership. Generally, however, the liquidators of a partnership pay non-partner creditors first, followed by partners who are also creditors of the partnership. If any assets remain after satisfying these obligations, then partners who have contributed capital to the partnership are entitled to their capital contributions. Any remaining assets are then divided among the remaining partners in accordance with their respective share of partnership profits.

Under the RUPA, creditors are paid first, including any partners who are also creditors. Any excess funds are then distributed according to the partnership's distribution of profits and losses. If profits or losses result from a liquidation, such profits and losses are charged to the partners' capital accounts. Accordingly, if a partner has a negative balance upon winding up the partnership, that partner must pay the amount necessary to bring his or her account to zero.

Limited Partnerships

A limited partnership is similar in many respects to a general partnership, with one essential difference. Unlike a general partnership, a limited partnership has one or more partners who cannot participate in the management and control of the partnership's business. A partner who has such limited participation is considered a "limited partner" and does not generally incur personal liability for the partnership's obligations. Generally, the extent of liability for a limited partner is the limited partner's capital contributions to the partnership. For this reason, limited partnerships are often used to provide capital to a partnership through the capital contributions of its limited partners. Limited partnerships are frequently used in real estate and entertainment-related transactions.

The limited partnership did not exist at common law. Like a general partnership, however, a limited partnership may govern its affairs according to a limited partnership agreement. Such an agreement, however, will be subject to applicable state law. States have for the most part relied on the Uniform Limited Partnership Act in adopting their limited partnership legislation. The Uniform Limited Partnership Act was revised in 1976 and 1985. Accordingly, a few states have retained the old uniform act, and other states have relied on either revision to the uniform act or even both revisions to the uniform act.

A limited partnership must have one or more general partners who manage the business and who are personally liable for partnership debts. Although one partner may be both a limited and a general partner, at all times there must be at least two different partners in a limited partnership. A limited partner may lose protection against personal liability if she or he participates in the management and control of the partnership, contributes services to the partnership, acts as a general partner, or knowingly allows her or his name to be used in partnership business. However, "safe harbors" exist in which a limited partner will not be found to have participated in the "control" of the partnership business. Safe harbors include consulting with the general partner with respect to partnership business, being a contractor or employee of a general partner, or winding up the limited partnership. If a limited partner is engaged solely in one of the activities defined as a safe harbor, then he or she is not considered a general partner with the accompanying potential liability.

Except where a conflict exists, the law of general partnerships applies equally to limited partnerships. Unlike general partnerships, however, limited partnerships must file a certificate with the appropriate state authority to form and carry on as a limited partnership. Generally, a certificate of limited partnership includes the limited partnership's name, the character of the limited partnership's business, and the names and addresses of general partners and limited partners. In addition, and because the limited partnership has a set term of duration, the certificate must state the date on which the limited partnership will dissolve. The contents of the certificate, however, will vary from state to state, depending on which uniform limited partnership act the state has adopted.

See: indemnify; joint and several liability; limited liability partnership.

Economics Dictionary: partnership
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An association of two or more persons to conduct a business. In contrast to a corporation, those who engage in a partnership are liable for debts incurred by the company to the full extent of their private fortunes rather than merely to the extent of their investment.

Quotes About: Partnership
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Quotes:

"By the time a partnership dissolves, it has dissolved." - John Updike

Wikipedia: Partnership
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A partnership is a type of business entity in which partners (owners) share with each other the profits or losses of the business. Partnerships are often favored over corporations for taxation purposes, as the partnership structure does not generally incur a tax on profits before it is distributed to the partners (i.e. there is no dividend tax levied). However, depending on the partnership structure and the jurisdiction in which it operates, owners of a partnership may be exposed to greater personal liability than they would as shareholders of a corporation.

Contents

Definition in civil law

In civil law systems, a partnership is a nominate contract between individuals who, in a spirit of cooperation, agree to carry on an enterprise; contribute to it by combining property, knowledge or activities; and share its profit. Partners may have a partnership agreement, or declaration of partnership and in some jurisdictions such agreements may be registered and available for public inspection. In many countries, a partnership is also considered to be a legal entity, although different legal systems reach different conclusions on this point.

Germany

Partnerships may be formed in the legal forms of General Partnership (Offene Handelsgesellschaft, OHG) or Limited Partnership (Kommanditgesellschaft, KG). A partnership can be formed by only one person. In the OHG, all partners are fully liable for the partnership's debts, whereas in the KG there are general partners with unlimited liability and limited partners whose liability is restricted to their fixed contributions to the partnership. Although a partnership itself is not a legal entity, it may acquire rights and incur liabilities, acquire title to real estate and sue or be sued

China

In mainland China, a partnership enterprise encompasses two types of partnerships:general partnerships and limited partnerships.[1] A general partnership comprises general partners who bear joint and several liabilities for the debts of the partnership enterprise.[2] There is a special general partnership which can be employed by professional service providers such as accountant firms and law firms. A limited partnership enterprise includes general partners and limited partners where the limited partners are liable only to the extent of their capital contributions. [3]

Japan

The Japanese civil code provides for partnerships by contract, which are commonly known as nin'i kumiai (任意組合?) or "voluntary partnerships." A more recent statute has allowed for the creation of limited liability partnerships.

One form of partnership unique to Japan is the tokumei kumiai or "anonymous partnership," in which partners have limited liability so long as they remain anonymous in their capacity as partners and do not participate in the operation of the partnership. Japan provides for partnership-like corporations called mochibun kaisha.

Common law

Under common law legal systems, the basic form of partnership is a general partnership, in which all partners manage the business and are personally liable for its debts. Two other forms which have developed in most countries are the limited partnership (LP), in which certain limited partners relinquish their ability to manage the business in exchange for limited liability for the partnership's debts, and the limited liability partnership (LLP), in which all partners have some degree of limited liability.

There are two types of partners. General partners have an obligation of strict liability to third parties injured by the Partnership. General partners may have joint liability or joint and several liability depending upon circumstances. The liability of limited partners is limited to their investment in the partnership.

A silent partner is one who still shares in the profits and losses of the business, but who is uninvolved in its management, and/or whose association with the business is not publicly known; these partners usually provide capital.

Hong Kong

A partnership in Hong Kong is a business entity formed by the Hong Kong Partnerships Ordinance, which defines a partnership as "the relation between persons carrying on a business in common with a view of profit" and is not a joint stock company or an incorporated company.[4] If the business entity registers with the Registrar of Companies it takes the form of a limited partnership defined in the Limited Partnerships Ordinance.[5] However, if this business entity fails to register with the Registrar of Companies, then it becomes a general partnership as a default.[5]

Australia

Summarising s. 5 of the Partnership Act 1958 (Vic) (hereinafter the "Act"), for a partnership in Australia to exist, four main criteria must be satisfied. They are:

  • Valid Agreement between the parties;
  • To carry on a business - this is defined in s. 3 as "any trade, occupation or profession";
  • In Common - meaning there must be some mutuality of rights, interests and obligations;
  • View to Profit - thus charitable organizations cannot be partnerships (charities are typically incorporated associations under Associations Incorporations Act 1981 (Vic))

parters share profits and losses

United Kingdom limited partnership

A limited partnership in the United Kingdom consists of:

  • One or more persons called general partners, who are liable for all debts and obligations of the firm; and
  • One or more persons called limited partners, who contribute a sum/sums of money as capital, or property valued at a stated amount. Limited partners are not liable for the debts and obligations of the firm beyond the amount contributed.

Limited partners may not:

  • Draw out or receive back any part of their contributions to the partnership during its lifetime; or
  • Take part in the management of the business or have power to bind the firm.

If they do, they become liable for all the debts and obligations of the firm up to the amount drawn out or received back or incurred while taking part in the management, as the case may be.

India

According to section 4 of the Indian Partnership Act of 1932, "Partnership is defined as the relation between two or more persons who have agreed to share the profits and losses according to their ratio of business run by all or any one of them acting for all". This definition superseded the previous definition given in section 239 of Indian Contract Act 1872 as - “Partnership is the relation which subsists between persons who have agreed to combine their property, labour, skill in some business, and to share the profits thereof between them”. The 1932 definition added the concept of mutual agency.Partnerships in Pakistan are also conducted under the same act i.e. Partnership act of 1932, as Pakistan and India share the same constitutional heritage left by the British.

USA

The federal government of the United States does not have specific statutory law governing the establishment of partnerships. Instead, the several composite states of the country each contain their own statutory and common law governance of partnerships. These states largely follow general common law principles of partnerships whether a general partnership, a limited partnership or a limited liability partnership. In the absence of applicable federal law, the National Conference of Commissioners on Uniform State Laws has issued non-binding models laws (called uniform act) in which to encourage the adoption of uniformity of partnership law into the states by their respective legislatures. This includes the Uniform Partnership Act and the Uniform Limited Partnership Act. Although the federal government does not have specific statutory law for establishing partnerships, it has an extensive and hyperdetailed statutory scheme for the taxation of partnerships in the Internal Revenue Code. The IRC is Title 26 of the United States Code wherein Subchapter K of Chapter 1 creates tax consequences of such great scale and scope that it effectively serves as a federal statutory scheme for governing partnerships.

Islamic Law

The Qirad and Mudaraba institutions in Islamic law and economic jurisprudence were the precursors to the modern limited partnership. These were developed in the medieval Islamic world, when Islamic economics flourished and when early trading companies, big businesses, contracts, bills of exchange and long-distance international trade were established.[6]

In medieval Italy, the Qirad and Mudaraba concepts were adapted in the 10th century as the commenda,[6] a limited partnership instiution which was generally used for financing maritime trade.

Notes

  1. ^ Partnership Enterprise Law, Chapter 1, article2
  2. ^ Partnership Enterprise Law, Chapter 1, article2
  3. ^ Partnership Enterprise Law, Chapter 1, article2
  4. ^ Hong Kong Partnerships Ordinance, Chapter 38, section 3
  5. ^ a b Hong Kong Limited Partnerships Ordinance, Chapter 37, section 4
  6. ^ a b Jairus Banaji (2007), "Islam, the Mediterranean and the rise of capitalism", Historical Materialism 15 (1): 47–74, Brill Publishers.


See also


Translations: Partnership
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Dansk (Danish)
n. - makkerskab, kompagni

Nederlands (Dutch)
vennootschap, partnerschap

Français (French)
n. - (Jur) association, partenariat, association

Deutsch (German)
n. - Partnerschaft, (Personen)gesellschaft

Ελληνική (Greek)
n. - συνεργασία, σύμπραξη, συνεταιρισμός, κοινοπραξία, (ομόρρυθμη) εταιρία

Italiano (Italian)
società, associazione

Português (Portuguese)
n. - sociedade (f), participação (f)

Русский (Russian)
партнерство

Español (Spanish)
n. - sociedad, asociación

Svenska (Swedish)
n. - kompanjonskap, enkelt bolag, medverkan

中文(简体)(Chinese (Simplified))
合伙, 合股

中文(繁體)(Chinese (Traditional))
n. - 合夥, 合股

한국어 (Korean)
n. - 공동, 조합, 합자회사

日本語 (Japanese)
n. - 共同, 協力, 提携, 共同経営

العربيه (Arabic)
‏(الاسم) شراكه, تشارك‏

עברית (Hebrew)
n. - ‮שותפות, קבוצת שותפים‬


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