1. Voluntary Association between partners.
2. Partnership Agreement—partnership contract normally
includes details of partners’ (1) names and contributions, (2)
right and duties, (3) sharing of income and losses, (4)
withdrawal arrangement, (5) dispute procedures, (6) admission
and withdrawal of partners, and (7) rights and duties in the
event a partner dies. This agreement should be in writing but is
binding even if only expressed orally.
3. Limited Life—death, bankruptcy, or expiration of the contract
period automatically ends a partnership.
4. Taxation—partnerships are not subject to tax on income—
partners report their share of income on their personal income
tax return.
5. Mutual agency—each partner is an agent of the partnership
and can enter into and bind the partnership to any contract
within the normal scope of its business.
6. Unlimited liability—each general partner is responsible for
payment of all the debts of the partnership if the other partners
are unable to pay their share.
7. Co-Ownership of Property—assets are owned jointly by all
partners but claims on partnership assets are based on their
capital account and the partnership contract.
1. Limited Partnership (L.P. or Ltd.) has two classes of partners,
general and limited. General partners assume unlimited
liability for the debts of the partnership. The limited partners
assume no personal liability beyond their invested amounts and
cannot take an active role in managing the company.
2. Limited liability partnership (L.L.P.) is designed to protect
innocent partners from malpractice or negligence claims
resulting from the acts of another partner. Generally, all
partners are personally liable for other partnership debts.
for as a “C” corporation.
4. Limited Liability Company (L.L.C. or L.C) owners are called
role. L.L.C.’s have a limited life and are typically classified as