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We understand that
partnerships take many forms and can
serve many functions. A partnership may
be formed to start a new business,
undertake a specific joint venture
project, raise capital from investors,
or separate assets, liabilities or
operations from an existing business. When
we form a new partnership, LLC or joint
venture, we begin by analyzing the
owner's
business plan and existing business
operations. This allows us to determine
how to tailor the limited partnership
agreement, limited liability company
agreement, or joint venture agreement to
address the unique business and legal
needs faced by the partners.
PARTNERSHIPS & SIMILAR ENTITIES
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General
Partnership.
An
association of two or more
persons who join to carry on a
business for profit. General
partners share equally in
assets, liabilities, and
management.
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Limited
Partnership (LP).
A
partnership formed by two or
more persons, with one or more
general partners and one or more
limited partners. General
partners have unlimited
liability, while limited
partners have limited liability.
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Limited
Liability Partnership (LLP).
A general
partnership in which the
individual liability
of partners
for partnership obligations is
substantially limited. A partner
is not individually liable,
under some circumstances, for
debts and obligations of the
partnership.
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Limited
Liability Company (LLC).
An entity allowing its owners to
obtain both a corporate styled
liability shield and the
pass-through tax benefits of a
partnership. All equity
shareholders of an LLC have the
limited liability of corporate
shareholders even if they
participate in the business of
the LLC.
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Joint
Venture. A
joint venture is a business
arrangement entered into between
two or more parties to operate a
business or a specific project.
A joint venture may be a
separate entity in the form of a
general partnership, LP, LLP or
LLC, or may be a contractual
arrangement.
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BUY-SELL AGREEMENTS
Any business with
multiple owners, such as a partnership,
joint venture or a multi-member limited
liability company, should adopt some
form of a buy-sell agreement by and
among its owners. Buy-Sell Agreements are designed to
ensure ownership succession upon certain
triggering events such as the death,
divorce, bankruptcy, disability, or
retirement of a partner, or the sale of
interests by one or more business
owners. Buy-Sell Agreements are
effective at providing a set of rules
and procedures for resolving
partner disputes, providing
liquidity to the
heirs of a deceased partner and protecting
the business from a
partner's creditors.
Contact Us
To speak to an
attorney about forming a new partnership
or limited liability company, please contact
us
here, or call
713.650.9700.
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