form a partnership, the complete legal guide 8th (2008)

[...]... UPA Over half the states have adopted the 1997 Act The main provisions of the original Act and the 1997 Act are very similar In Appendix A, we list the legal citation to each state’s UPA law States that have adopted the 1997 Act are indicated with an asterisk As with the original UPA, you are not required to follow provisions of the 1997 Act, with the exceptions discussed below If you live in a state... general partner can be another partnership, an LLC, a corporation, or a human being There can also be more than one general partner However many there are, each general partner has the rights and potential liabilities normally involved in any partnership—such as management powers for the business and personal liability for business losses or debts Limited partners, on the other hand, have no management... pay out to owners most of what would otherwise be corporate profits in the form of salaries, bonuses, and other fringe benefits (rather than in dividends) As long as the owners actually work in the business and the salaries aren’t outrageously unreasonable, paying the owners salaries as employees is acceptable to the IRS Because monies paid in salaries, bonuses, Social Security, health plans, and other... about the way they work together One obvious advantage of forming a partnership is that you don’t have to pay costly filing and other fees, as you would to form a corporation But, overall, most business owners conclude (as we have) that the advantages and disadvantages of these three ways to organize your business are not as significant as many advocates of one or the other approach would have you believe... to file any formal paperwork, there can be some confusion as to whether a true legal partnership exists And, because one partner can bind the others legally, you’ll want to be very clear about whether you do—or don’t—belong to a partnership 22 | form a partnership To create a valid partnership, each person must intend to be a partner Partners must be volunteers; they can’t be drafted against their will... Louisiana has adopted the Uniform Limited Partnership Act, which standardizes both the law and the registration procedures Many states have adopted the revised Uniform Partnership Act of 1997, which further streamlines the law in this area Restrictions on Limited Partnerships State law normally imposes restrictions on the availability and use of limited partnership names (“Limited” or “Ltd.” at the end... put their efforts into getting the business started and keep the legal structure as simple as possible form a partnership At their next meeting, to the relief of Maura and Linda, Polly proposes that they run the business as a partnership and prepare a partnerÂ� ship agreement If the business prospers and expands, they will then consider incorporating or forming an LLC But for the present, they all agree... form and content to corporate articles of incorporation Articles of organization include basic facts, such as the LLC name, principal office address, agent and office for receiving legal papers, and the names of the initial owners 10 | form a partnership An LLC’s articles of organization must be filed with the appropriate state agency, usually the department or secretary of state’s office In some states,... • Vary the power of a court to expel a partner (Section 601(5)) This section sets forth a number of reasons a court may terminate a partnership, on application of a partner, including such reasons as a “partner engaged in wrongful conduct that adversely and materially affected the partnership business,” or a partner’s bankruptcy All the grounds for which a court may terminate a partnership are so clearly... no matter what the legal form of the business Business Formalities No state or federal law or agency requires a partnerÂ� ship to file its original agreement or maintain any ongoing paperwork By contrast, government paperwork and costs are required to start up an LLC or a corporation An LLC must prepare articles of organization and file them with the secretary or department of state The costs for the . Pritchard, a Berkeley, California, small business adviser, and Attorney Elisse Brown of Oakland. And maniacal thanks to our favorite sharp-penciled accountants: Margo Miller of San Francisco, tax. run the whole show and always chafe in a shared ownership situation, while others want, need, or at least appreciate the resources and strengths, from cash to camaraderie, that co-owners can. Lawrence A. Baskin, San Rafael, California; and Dick Duane, of Duane & Seltzer, Berkeley, California. And several business friends who also greatly aided us in updating our understanding of partnerships: