In the commercial and legal parlance of most countries, a or simply a ''' Partnership ''' refers to an association of persons or an unincorporated company with the following major main features:
- Formed by two or more persons
- The owners are all Liable for legal actions and Debt s the company may face personally
- Created by agreement, proof of existence and Estoppel .
In contrast to the main attribute of limited liability of the owners as stakeholders of Public and Private Companies , partners of a general partnership or partnership have unlimited liability. The major characterists of a general partnership include the following:
- In General: A form of business entity in which 2 or more co-owners engage in business for profit. For the most part, the partners own the business assets together and are personally liable for business debts.
- Sharing Profits: In the absence of a partnership agreement, profits are shared equally amongst the partners. A partnership agreement, however, will usually provide for the manner in which profits and losses are to be shared.
- Unlimited Personal Liability for Losses: Each Partner is, Jointly And Severally , personally liable for debts and taxes of the partnership. For example, if the partnership assets are insufficient to satisfy a creditor's claims, the partners' personal assets are subject to attachment and liquidation to pay the business debts.
- Liability for a partner's debts: Each general partner is deemed the Agent of the partnership. Therefore, if that partner was apparently carrying on partnership business, all general partners can he held liable for his dealings with third persons.
- Liability for a partner's wrongdoing: Each partner may be held jointly and severally liable for a co-partner's wrongdoing or tortious act (e.g. the misapplication of another person's money or property).
- Duration: Technically, a partnership terminates upon the death, disability, or withdrawal of any one partner. However, most partnership agreements provide for these types of events with the share of the departed partner being purchased by the remaining partners in the partnership.
- Management and Control: In the absence of a partnership agreement, each general partner has an equal right to participate in the management and control of the business. Disagreements in the ordinary course of partnership business are decided by a majority of the partners. Disagreements of extraordinary matters and amendments to the partnership agreement require the consent of all partners
- Transferability: Unless otherwise provided in the partnership agreement, no one can become a member of the partnership without the consent of all partners. However, a partner may assign his share of the profits and losses and right to receive distributions ("transferable interest"). Further a partner's Judgment creditor may obtain an order charging the partner's "transferable interest" to satisfy a judgment.
There has been considerable debate in most states as to whether a partnership should remain aggregate or be allowed to become a in Report 283 {Link without Title} has proposed to amend the law to create separate personality for all general partnerships (the Limited Liability Partnerships Act 2000 does confer separate personality on LLPs).
The two main consequences of allowing separate personality are that one partnership will be able to become a partner in another partnership in the same way that a registered company can, and a partnership will not be bound by the doctrine of '' Ultra Vires '' but will have unlimited legal capacity like any other Natural Person .
DeMott, Deborah A. “Transatlantic Perspectives on Partnership Law: Risk and Instability”, (2001) 26 ''Journal of Corporation Law''. 879-895. {Link without Title}
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