Partnerships Step-By-Step

by Minars, David

• ISBN13: 9780764101847
• ISBN10: 0764101846
• Format: Paperback
• Copyright: 1997-08-01
• Publisher: B E S Pub Co

Summary

Major topics include a summary of how to form a partnership, property and rights of the parties, financial obligations of each partner, and more. This book was written mainly for individuals who want to start their own business and have the freedom to organize and dissolve generally without interference or approval by the state or other government agencies. Includes glossary and blank agreement forms.

Table of Contents

1 INTRODUCTION	1	(4)
What This Book Is All About	1	(1)
How This Book Is Organized	1	(1)
Acting as Your Own Lawyer	2	(1)
Selecting a Lawyer	2	(3)
2 SELECTING THE FORM OF YOUR BUSINESS	5	(8)
Forms and Factors in Selection	5	(1)
The Individual (or Sole) Proprietorship	5	(2)
The Partnership	7	(2)
Limited Partnerships	9	(1)
The Joint Venture	10	(1)
The Limited Liability Partnership (LLP)	10	(1)
The Family Limited Partnership (FLP)	10	(1)
Corporations	10	(3)
3 HOW TO FORM A PARTNERSHIP	13	(8)
Who May Be a Partner	13	(1)
Types of Partners	14	(1)
How to Set Up Your Partnership	15	(1)
Choosing the Firm's Name	15	(1)
The Partnership Agreement	16	(1)
How to Avoid the Unintentional Partnership	16	(2)
Partnership by Estoppel	18	(1)
Using the Internet to Find a Partner	18	(1)
Using the Internet to Develop Economic Opportunities	19	(2)
4 WHO OWNS THE PROPERTY OF A PARTNERSHIP?	21	(4)
Introduction	21	(1)
Classifications of Partnership Property	21	(1)
Who Actually Owns the Partnership Property?	21	(1)
The Right of a Partnership to Own and Convey Land and Buildings	22	(1)
The Right of a Partner to Use Partnership Property	23	(1)
What Happens When a Partner Assigns Her Interest in the Firm?	24	(1)
5 RELATIONS BETWEEN PARTNERS	25	(4)
Fiduciary Obligations of Each Partner	25	(1)
How to Share Profits and Losses	26	(1)
Must a Partnership Pay Salaries to Partners?	26	(1)
Reimbursement and Indemnity for Expenditures	27	(1)
How to Treat a Partner's Advances	27	(1)
A Partner's Rights Upon Dissolution	27	(1)
A Partner's Rights to Inspect the Partnership's Books and Records	27	(1)
Legal Actions Between Partners	27	(1)
The Partner's Right to Workers' Compensation	28	(1)
6 RELATIONS OF PARTNERS TO THIRD PARTIES	29	(6)
In General: How the Partners Bind the Partnership	29	(1)
Actual Authority	30	(2)
Apparent (Obvious) Authority	32	(1)
Amending the Partnership Agreement	32	(1)
Liability of an Incoming or Retiring Partner	33	(2)
7 DISSOLUTION AND TERMINATION OF A PARTNERSHIP	35	(8)
What Is Dissolution?	35	(1)
How Is Dissolution Brought About?	35	(4)
Safeguarding the Going Concern Value of the Partnership by Use of a Continuation Agreement	39	(1)
Notice of Dissolution (Termination of Apparent Authority)	39	(1)
Authority of Partners to Transact Business After Dissolution	40	(1)
Who Has the Authority to Wind Up a Partnership's Affairs?	40	(1)
Partnership Buy-Sell Agreements	41	(1)
Insolvency: Conflict Between Partnership Creditors and Individual Creditors	41	(1)
Checklist for Dissolving a General Partnership	42	(1)
8 LIMITED PARTNERSHIPS	43	(6)
Introduction	43	(1)
Formation of the Limited Partnership	43	(1)
Selecting a Name for the Limited Partnership	44	(1)
Nature of the Limited Partner's Contribution	44	(1)
What Are the Rights of a Limited Partner?	45	(1)
Rights and Liabilities of a General Partner in a Limited Partnership	45	(1)
What Happens When a Person Erroneously Believes Himself to Be a Limited Partner?	46	(1)
Dissolution and Distribution of the Assets of a Limited Partnership: The Final Accounting	46	(3)
9 HOW TO DEAL WITH PARTNERSHIP ACCOUNTING	49	(6)
General Considerations: How to Get Started	49	(2)
How to Handle a Partner's Drawing Account	51	(1)
How to Divide Profits and Losses	51	(1)
Admission of a Partner	52	(1)
Dissolution and Liquidation of the Partnership: The Final Accounting	52	(3)
10 GETTING STARTED WITH THE DAY-TO-DAY OPERATIONS OF THE PARTNERSHIP	55	(12)
How to Select an Accountant	55	(1)
Setting Up the Partnership's Books and Records	55	(1)
Choosing the Right Accounting Method	55	(1)
Accrual Versus the Cash Basis of Accounting	56	(1)
How to Support All the Entries Made in the Partnership's Books and Records	56	(1)
How to Get an Employer Identification Number (EIN)	57	(1)
Payroll Records	57	(1)
Payroll Taxes	58	(1)
Establishing Employee Benefit Packages	59	(1)
Accounting for the Costs of Doing Business	60	(7)
11 HOW A PARTNERSHIP IS TAXED	67	(6)
Introduction	67	(1)
Limited Liability Company (LLC)	67	(1)
Limited Liability Partnership (LLP)	67	(1)
The Family Limited Partnership (FLP)	68	(1)
The Family Partnership	68	(1)
The Husband and Wife Partnership	69	(1)
Selecting the Partnership's Tax Year	69	(1)
Partners' Tax Elections (to Lower Their Personal Taxes)	69	(1)
Reporting of Partnership Income and Expense Items by Each Partner	69	(2)
Termination of the Partnership	71	(1)
Computing the Basis of Your Interest in the Partnership	71	(1)
Incorporating Your Partnership	71	(1)
Using an S Corporation to Avoid Double Taxation	71	(1)
What Is a "Tax Shelter"?	72	(1)
12 HOW TO BUY AND/OR SELL AN ONGOING PARTNERSHIP	73	(4)
Introduction	73	(1)
Checklist of Differences Between a Large and Small Partnership as a Determinant Factor in Selecting a Valuation Technique	73	(1)
How to Value an Ongoing Business	74	(1)
Setting the Terms of Valuation for a Partner's Interest	75	(2)
GLOSSARY	77	(4)
APPENDIX A: FIFTY COMMONLY ASKED QUESTIONS REGARDING PARTNERSHIPS	81	(6)
APPENDIX B: SAMPLE FEDERAL TAX FORMS Form 1065 (U.S. Partnership Return of Income)	87	(44)
APPENDIX C: SAMPLE AGREEMENT FORMS	131	(28)
Partnership Agreement
Agreement to Admit New Partner
Aggreement Giving Notice to Withdraw
Sample Limited Partnership Agreement
Agreement as to Valuation of a Partner's Interest
APPENDIX D: USEFUL LITERATURE	159	(2)
INDEX	161