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Considerations to take on board when forming a partnership 

   

If you are consider forming a business partnership with a colleague or friend, there are a number of legal issues and implications which you need to address before you begin to trade. 

Partnerships share the control, responsibility and finances; this could be one other or several people, thus reducing the overall input one individual will give to the business. This can be a distinct advantage to that of a sole trader. 

A partnership adopts a different strategy, instead of one person owning the company; a partnership can consist of between two and twenty people.  In essence, this would mean that you would need to consider finding one or several people who you could trust unconditionally to take on joint or shared responsibility for the running of your business. Although this would mean that the profits and liability would be shared, a partner or partners would be able to inject fresh capital, as well as skill and ideas into your business enabling you to use this for further expansion and development.

Should you decide to look for a partner, you would need to consider if an ordinary or limited partnership would be the best for you business as the two roles indicated the level of liability and responsibility, the differences are outlined below:

Ordinary
The partner or partners would take on unlimited liability for any debts incurred by the business and all profits would be shared equally. Ordinary partners also take on equal responsibility and decision-making in the running of the business.

Limited
Limited partnerships accept limited liability to the amount invested, and whilst profits are shared equally the responsibility and control of the business lies with the ordinary partners. Limited partners are often seen as "Sleeping Partners" as they do not directly involve themselves with the company they are in partnership with.

Adopting a partnership, some considerations
S
hould it be decided that a partnership would prove the best way forward for your business, you would first need to decide how many partners  could to benefit the business.

You would also need to decide how you would like the partners to integrate within the company, and should also consider the following:
  • The partner or partners' abilities to drive the business forward
  •  Leadership qualities and management experience
  •  Level of specialist knowledge and expertise
  • The level of trust associated with the partner


It is recommended that a partnership agreement be arranged to legalise the partnership, this will help to avoid or clear-up any disputes which may arise - i.e. profit, liabilities or responsibility share.

The amount of previous experience should be a deciding factor in whether adopting an ordinary or limited partnership arrangement.  If the partner has limited experience running a business then allowing equal control of the running of the business could prove disastrous. In conclusion, if investment is solely sort after, then a limited liability partnership should be the choice; if shared control of the business is required, then ordinary partnership should be considered with the choice of person carefully selected.

Legal Requirements and other formalities
O
nce a decision has been made as to the type of partnership that you hope to adopt, the legal requirements should be taken into account to ensure the partnership can function properly. Whilst there are no legal obligations set for ordinary partners, it is recommended that a partnership agreement be arranged to legalise the partnership, this will help to avoid or clear-up any disputes which may arise - i.e. profit, liabilities or responsibility share.

It is recommended that a solicitor should be brought in to collate this agreement and would include the following points:

  • The amount of capital each partner will invest

  • Profit ratio dependent on the amount invested

  • Debt liabilities - whether ordinary or limited partnership

  • Seniority and control over the business

  • The rules on admitting new partners

  • Rules on ending the partnership

Should a dispute arise without a partnership agreement then the dispute would be settled according to the 1890 Partnership Act. It was stressed that this should be avoided, particularly were limited liability is involved, as the act states that each partner is equally responsible for any debts. Additionally, as interest is set on any advances to the company (5%) you may find yourself owing a lot of unpaid interest if there was to be found a marked difference in the percentage of interest paid.

 

 

 
 
   
 

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Last updated: January 07, 2002.