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合作伙伴

我们继续讨论的下一个主题是选择 适合您业务的实体形式 is “partnerships.”当历史上的前两个人聚在一起,希望他们赚钱时,他们有了一个“partnership”他们是否知道。当然,今天还有更多。

通常,“partner” may be an individual or another legal entity (i.e. another business) such as a corporation, a 有限 liability company, or even another 伙伴ship. Depending on what you’重新尝试这样做,从税收或安全角度来看可能会有一些限制。

普通合伙和有限合伙

合伙关系在法律上可被视为“general” or “limited” 伙伴ships. A 一般 伙伴ship may be created in fact by simply doing business together, even without any formal agreement between the 伙伴s; however,  some filings are indeed necessary to operate that business in compliance with laws and government regulations. The 一般 伙伴ship is recognized by law as a legal entity separate from its owners. Therefore, separate business licenses may be required, as well as obtaining separate tax identification numbers and filings of various types of tax returns and forms on behalf of the 伙伴ship.

Legally, there must be two or more owners in order to qualify as a 伙伴ship.

在普通合伙制中,损益可以按合伙人希望的任何比例分摊。但是,重要的是要了解,合伙人对合伙的所有义务承担连带责任。如果企业破产且能力不足,则合伙基金仍可用来偿还所有债务。每个合伙人应对每笔债务的100%负责。因此,可能需要一个有资金的合伙人偿还所有合伙债务,因为另一个合伙人没有足够的资金。虽然有偿债能力的合伙人可能有权从其他合伙人那里收取公平份额,但债权人通常不限于只收取每个合伙人’每个合作伙伴的份额。

If there is no signed written agreement between the 伙伴s governing the formation of the entity, it will not be considered a 有限 伙伴ship.

另一方面,合伙关系可以创建为“limited 伙伴ship.”   In a 有限 伙伴ship there are “general 伙伴s” and “limited 伙伴s.” There must be at least one 一般 伙伴. The 一般 伙伴 is responsible for management of the day-to-day operations of the business. Once again, the 一般 伙伴s are also jointly and severally liable for all of the debts and obligations of the 有限 伙伴ship.

但是,有限合伙人仅在其业务投资范围内承担债务和义务。– their liability is “limited.”该有限责任以一项重要要求为条件。有限合伙人不能参与公司的日常管理。尽管有限责任合伙人可以就与双方之间关系通常相关的某些事项进行表决,例如终止合伙关系,但重要的是,有限合伙人的所有权应“passive.”积极参与业务运营的有限合伙人会面临丧失有限责任身份的巨大风险。

书面协议

While not required to operate as a 一般 伙伴ship, we strongly recommend that a written 伙伴ship agreement be prepared. In any business environment what was once an amicable can swiftly turn adversarial. Without a signed written agreement to govern such important matters as sharing profits and losses, receiving an accounting for business finances, how to withdraw or wind up the business, transfer of 伙伴ship interests, and many other crucial issues may be left up to a court of law. To say that this may be disastrous to the business is an understatement.

A written agreement should be executed in order to form a 有限 伙伴ship. This agreement is what defines the status of 有限 伙伴s and limits their involvement and liability. Moreover, a Certificate of Limited 合伙 summarizing the major points of the agreement must be filed with the appropriate filing authority in each state. Absent such filing, 有限 伙伴s may be held to be 一般 伙伴s and thus lose the limitation on their liability.

Both 有限 and 一般 伙伴ships file income and other types of tax returns separately for the entity.

但是,无需支付单独的所得税。伙伴关系是直通或“disregarded” entities whereby the profits and losses of the business are passed through to the 伙伴s in proportion to their interests in the business for income tax purposes.

主要优势

One of the main advantages of creating a 有限 伙伴ship is the enhanced ability to attract capital investment to the business. The unlimited liability of a 一般 伙伴 often acts as a great deterrent to potential investors, especially those who want to be passive owners and not be involved in the details of the operation. Formation of a 有限 伙伴ship allows such investors to put a defined financial stake into the business in anticipation of a share of the profits without having to risk their entire net worth in doing so.

As with most types of entities, ownership interests in both 一般 and 有限 伙伴ships are freely transferable or may pass as part of an estate absent written agreement to the contrary. Such agreements restricting transfer are very common in small business. A business founder also needs to be aware that public offerings for the sale of interests in a 伙伴ship, especially 有限 伙伴ships, may be subject to federal and/or state securities regulation depending upon the number of investors sought or the method of solicitation.

重复我们以前的告诫,对于未经训练的个人来说,这是很多理解和考虑的问题。除了指出可能出现的选择和问题之外,我们在此博客中实际上没有做任何事情。如何解决它们是更多讨论的主题。在建立您的企业时,获得训练有素的专业人员的建议是非常值得的。

使用L4SB的 统一费率合同审查,每页$ 25, 律师可以快速,经济地审查您的租约。如果不利用律师的服务,那么巨额的投资就是毫无意义的。

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