| Choosing A Form Of Business Ownership | ||||||||||||||||||||
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Part
2: General and Limited Partnerships
by Susan Ward
If you are not the sole owner and operator of your business, you may wish
to legally set up your business as a partnership. A partnership is a legal relationship between persons
carrying on a profit-motivated business. It may be a partnership between two
people, or among thirty; the law doesn’t set a limit on how many partners may
be involved. Unlike a sole proprietorship, a partnership is a separate legal
entity. A partnership can sign contracts, for instance, and borrow money in its
own right. There are two types of partnership. In a general partnership, each partner is jointly and
severally liable for the debts of the partnership. This means that one partner can be held
responsible for all debts and obligations incurred in the name of the business
by another partner. As a partner, you can also be held responsible for any
wrongful act or omission by other partners acting in the ordinary course of the
firm’s business. The main advantage of the partnership, then, lies in the working relationship
between the partners rather than in the legal structure of the company. The most
successful partnerships are those where the partners have complementary
talents, and are comfortable sharing the decision making. Choose your business
partners carefully! A limited partnership is an arrangement where a person can
contribute to a business without being involved in the affairs of the
partnership. As a limited partner, your liability to the firm or its creditors
is limited to the amount you invest in the firm. To remain a limited partner,
you must take no part in the management of the firm or act on behalf of
the company, or you become a general partner. (In some provinces, only certain
kinds of businesses are allowed to operate as limited partnerships.) Partnerships do not have to file separate income tax
returns or pay separate income tax, as the financial information from the partnership is
combined with the personal income of the partners to determine their overall tax
liability. |
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