What Is A Partnership

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What Is a Partnership?

A partnership is a formal arrangement by two or more parties to manage and operate a


business and share its profits.

There are several types of partnership arrangements. In particular, in a partnership


business, all partners share liabilities and profits equally, while in others, partners
have limited liability. There also is the so-called "silent partner," in which one party is not
involved in the day-to-day operations of the business.

How a Partnership Works


In a broad sense, a partnership can be any endeavor undertaken jointly by multiple
parties. The parties may be governments, non-profits enterprises, businesses, or private
individuals. The goals of a partnership also vary widely.

Within the narrow sense of a for-profit venture undertaken by two or more individuals,
there are three main categories of partnership: general partnership, limited partnership,
and limited liability partnership.

In a general partnership, all parties share legal and financial liability equally. The
individuals are personally responsible for the debts the partnership takes on. Profits are
also shared equally. The specifics of profit sharing will almost certainly be laid out in
writing in a partnership agreement.

Limited liability partnerships are a common structure for professionals, such as


accountants, lawyers, and architects. This arrangement limits partners' personal liability
so that, for example, if one partner is sued for malpractice, the assets of other partners
are not at risk. Some law and accounting firms make a further distinction between equity
partners and salaried partners. The latter is more senior than associates but does not
have an ownership stake. They are generally paid bonuses based on the firm's profits.

Limited partnerships are a hybrid of general partnerships and limited liability


partnerships. At least one partner must be a general partner, with full personal liability
for the partnership's debts. At least one other is a silent partner whose liability is limited
to the amount invested. This silent partner generally does not participate in the
management or day-to-day operation of the partnership.

Finally, the awkwardly-named limited liability limited partnership is a new and relatively
uncommon variety. This is a limited partnership that provides a greater shield from
liability for its general partners.

Special Considerations
These basic varieties of partnerships can be found throughout common law
jurisdictions, such as the United States, Britain, and the Commonwealth nations. There
are, however, differences in the laws governing them in each jurisdiction.
The US has no federal statute that defines the various forms of partnership. However,
every state except Louisiana has adopted one form or another of the Uniform
Partnership Act; so, the laws are similar from state to state. The standard version of the
act defines the partnership as a separate legal entity from its partners, which is a
departure from the previous legal treatment of partnerships. Other common law
jurisdictions, including England, do not consider partnerships to be independent legal
entities.

Taxes and Partnerships


There is no federal statute defining partnerships, but nevertheless, the Internal Revenue
Code (Chapter 1, Subchapter K) includes detailed rules on their federal tax treatment.

Partnerships do not pay income tax. The tax responsibility passes through to the
partners, who are not considered employees for tax purposes.

Individuals in partnerships may receive more favorable tax treatment than if they
founded a corporation. That is, corporate profits are taxed, as are the dividends paid to
owners or shareholders. Partnerships' profits, on the other hand, are not double-taxed in
this way.

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