Partnership law: an overview
A partnership is a for-profit business association of two or more persons. Because the business component is defined broadly by state laws and because "persons" can include individuals, groups of individuals, companies, and corporations, partnerships are highly adaptable in form and vary in complexity. Each partner shares directly in the organization's profits and shares control of the business operation. The consequence of this profit sharing is that partners are jointly and independently liable for the partnership's debts.
Creation, organization, and dissolution of partnerships are governed by state law. Many states have adopted the Uniform Partnership Act (See California's adoption of the U.P.A. -- §§ 16100 to 16962). A partner relationship is generally the result of a contract either express or implied with no formal requirements (such as a signed document). To determine whether a partnership exists courts look at: (1) intention of the parties, (2) sharing of profits and losses (3) joint administration and control of business operation, (4) capital investment by each partner, and (5) common ownership of property.
Under state agency law (See Agency Law), partners are personally liable for torts committed by the partnership and its agents. (This is not the case of a limited partnership where one or more general partners manage business operations and assume personally liable for partnership debts while other contributing/profit sharing partners take no part in running the business and incur no liability beyond contribution obligations.) Limited partnerships are governed in many states by the Uniform Limited Partnership Act (See New York's U.L.P.A.)]. State property law also impacts partnerships by defining ownership in a partnership and determining how the death of a partner changes the partnership structure.
Federal law plays a minimal role in partnership law except in the context of a diversity action, or in instances where a partnership agreement contains an effective choice-of-law provision designating the application of federal law. Federal law also governs whether a partnership exists for federal tax purposes.
For state and federal tax purposes, a partnership is not a taxable entity. Partnership income is taxable to the partners in proportion to their share in the company's profits.
menu of sources
- U.S. Code: 26 U.S.C.
- Internal Revenue Code
Federal Judicial Decisions
- U.S. Supreme Court:
- U.S. Circuit Courts of Appeals: Recent Partnership Decisions
State Judicial Decisions
- N.Y. Court of Appeals:
- Appellate Decisions from Other States
Key Internet Resources
- Partnerships and LLPs (Nolo)
Useful Offnet (or Subscription - $) Sources
- Good Starting Point in Print: J. Dennis Hynes, Agency, Partnership, and the LLC in a Nutshell, West Group (2001)