PARTNERSHIPS, LIMITED LIABILITY COMPANIES AND S CORPORATIONS

We understand that partnerships take many forms and can serve many functions. A partnership may be formed to start a new business, undertake a specific joint venture project, raise capital from investors, or separate assets, liabilities or operations from an existing business. When we form a new partnership, LLC or joint venture, we begin by analyzing the owner’s business plan and existing business operations. This allows us to determine how to tailor the limited partnership agreement, limited liability company agreement, or joint venture agreement to address the unique business and legal needs faced by the partners.

TYPES OF ENTITIES

General Partnership: An association of two or more persons who join to carry on a business for profit. General partners share equally in assets, liabilities, and management.

Limited Partnership (LP): A partnership formed by two or more persons, with one or more general partners and one or more limited partners. General partners have unlimited liability, while limited partners have limited liability.

Limited Liability Partnership (LLP): A general partnership in which the individual liability of partners for partnership obligations is substantially limited. A partner is not individually liable, under some circumstances, for debts and obligations of the partnership.

Limited Liability Company (LLC): An entity allowing its owners to obtain both a corporate styled liability shield and the pass-through tax benefits of a partnership. All equity shareholders of an LLC have the limited liability of corporate shareholders even if they participate in the business of the LLC.

Joint Venture: A joint venture is a business arrangement entered into between two or more parties to operate a business or a specific project. A joint venture may be a separate entity in the form of a general partnership, LP, LLP or LLC, or may be a contractual arrangement.

BUY-SELL AGREEMENTS

Any business with multiple owners, such as a partnership, joint venture or a multi-member limited liability company, should adopt some form of a buy-sell agreement by and among its owners. Buy-Sell Agreements are designed to ensure ownership succession upon certain triggering events such as the death, divorce, bankruptcy, disability, or retirement of a partner, or the sale of interests by one or more business owners. Buy-Sell Agreements are effective at providing a set of rules and procedures for resolving partner disputes, providing liquidity to the heirs of a deceased partner and protecting the business from a partner’s creditors.

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