One of your first steps as a business owner is deciding between the differenttypes of business structuresfor your company. If you do not want to run your business alone, you might consider forming a partnership.
General partnerships
In a generalpartnership, a business is owned by two or more people who agree to run the company as “partners” or co-owners. Partnerships can start with as little as a handshake between two (or more) people who hope to make a profit. But, most of these businesses start with formal documents drafted by a lawyer.
You and your partner will equally share profits and losses unless otherwise agreed. Important documents, such as partnership agreements, are essential when duties and obligations are not shared equally between you. Also, formal agreements can specify how you will sell or close the company if the partnership is dissolved.
In a partnership, the business and partners are viewed as one and the same.Since the business is not a separate entity from its partners, companies are only taxed at the personal income level.
Partnerships are not taxed at the company level. That means profits are only taxed once. This is one advantage of partnerships in comparison tocorporations, which are double-taxed at the company and personal income levels.
Limited partnerships
Limited partnerships are beneficial for business owners who want funding from silent investors. Usually, silent investors do not make business decisions or handle daily operations. These businesses are also beneficial for silent investors because they can invest in a business without having management responsibilities or the risk of liability.
Limited partnerships are:
- more structured than general partnerships
- created under your state’s limited partnership law
Most states have adopted a statute that specifies how business owners need to organize their company. The statute:
- 要求企业至少有一个“普通合作伙伴”和至少一个“有限合作伙伴”
- states that the partnership is dissolved without both general and limited partners
General partners in a limited partnership
一般合作伙伴负责业务的日常管理和运营，并作为忠告. Because the general partner serves as the fiduciary, s/he has unlimited personal liability for all activities conducted by the business.
普通伙伴练习完全控制所有公司交易和决定。
Limited partners in a limited partnership
Unlike general partners, limited partners are passive investors with no management rights or fiduciary duties. Limited partners are sometimes called silent partners.
Limited partners are protected from personal liability for the company’s debts and losses. They only stand to lose their agreed-upon contributions to the company should the business go under.
Limited partners may assign all or part of their partnership interest to another person or beneficiary. Limited partnership agreements usually limit how partners may assign their interests. The agreements also give the other partners the right to reject the assignment.
A person assigned interest can receive a business’s profits, liabilities, and assets. But, this person cannot vote, share information, or manage the business.
A limited partner may assign a partnership interest without dissolving the partnership. This person may continue to act as a limited partner, even after granting a partnership interest, as long as the whole interest is not signed away.
小企业伙伴关系
如果您想与另一个人一起运行和管理您的业务，伙伴关系可能适合您。设置此业务结构是一个相对简单且廉价的过程。您也受益于单一的税收税收。在您组建伙伴关系之前，请确保您和您的伴侣概述如何将责任分发。
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Research credit: Amanda Moore, law student, The University of Akron