How to Incorporate - General Partnership
Whenever two or more people agree to share ownership, management, profits and liabilities, whether or not an agreement has been signed, a partnership is formed.
Advantages
- Simple and inexpensive to form – no state, federal or local filings are required to form a partnership.
- All partners have equal rights in the management of the partnership business.
- Statement of partnership authority can be filed with the Secretary of State to record the partnership agreement and to identify the partners.
Disadvantages
- General partners are jointly and severally liable for any debts, damages or obligations incurred by all the other partners.
- Unlimited liability for each partner - if the assets of the partnership are inadequate to pay partnership creditors, the personal assets of the individual partners may be reached to satisfy these obligations.
- No continuity of life – if any partner dies, retires, or is otherwise disassociated from the business the partnership expires unless the partnership agreement provides otherwise.
- Limited financing – may only borrow money or use partners’ savings. Must be dissolved and reformed to admit additional partners wishing to invest.
- Deadlock – partners do not always agree!
Tax Implications
- Partnership files IRS Form 1065.
- Individual partners pay tax – each partner receives a K-1 showing the distributive share of partnership income to be declared on the partner’s individual tax return.
- Estimated tax payments – partners may be subject to quarterly tax payments.
- Social Security – partners may subject to self-employment taxes.
Your house and your life savings can be lost through the actions of your partner. While you may have had nothing to do with the decision that was made and you may have been two thousand miles away when it was made and you may have voiced your opposition to it when you found out it was made, as a general partner you are still personally responsible for the decision. |

