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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
Should
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
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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
Once
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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