A partnership arises whenever two or more people co-own a business and share in the profits and losses of the business. Other business legal structures include sole proprietorships, limited liability companies (LLCs), corporations, and nonprofit corporations.
In a partnership, each person contributes something to the business -- such as ideas, money, property, or some combination of these. Management rights, profit share, and personal liability will vary depending on which of the three modern partnership forms the business takes: general partnership, limited partnership, or limited liability partnership (LLP). Below are basic summaries of the main types of business partnerships.
A general partnership involves two or more owners carrying out a business purpose. General partners share equal rights and responsibilities in connection with management of the business, and any individual partner can bind the entire group to a legal obligation. Each individual partner assumes full responsibility for all of the business's debts and obligations. Although such personal liability is daunting, it comes with a tax advantage: partnership profits are not taxed to the business, but pass through to the partners, who include the gains on their individual tax returns at a lower rate.
A limited partnership allows each partner to restrict his or her personal liability to the amount of his or her business investment. Not every partner can benefit from this limitation -- at least one participant must accept general partnership status, exposing himself or herself to full personal liability for the business's debts and obligations. The general partner retains the right to control the business, while the limited partner(s) do(es) not participate in management decisions. Both general and limited partners benefit from business profits.
Limited Liability Partnerships (LLP)
Limited liability partnerships (LLP) retain the tax advantages of the general partnership form, but offer some personal liability protection to the participants. Individual partners in a limited liability partnership are not personally responsible for the wrongful acts of other partners, or for the debts or obligations of the business. Because the LLP form changes some of the fundamental aspects of the traditional partnership, some state tax authorities may subject a limited liability partnership to non-partnership tax rules. The Internal Revenue Service views these businesses as partnerships, however, and allows partners to use the pass through technique.
Existing partnerships that wish to take advantage of LLP status do not need to modify their existing partnership agreement, though they may choose to do so. In order to change status, a partnership simply files an application for registration as a limited liability partnership with the appropriate state agency. All states require disclosure of the partnership's name and principle place of business. Some states also require, among other things, identification of the number of partners, a brief description of the business, a statement that the partnership will maintain insurance, and written acknowledgment that the limited liability status may expire.
Get a Free Attorney Match Before Setting Up Your Partnership
If you're just learning about the different types of partnerships and would like to explore more legal nuances among these options, you may benefit from the expertise of a small business attorney. Simple mistakes can prove quite costly, which is not helpful to any new business. Get matched to a small business attorney for free.