Partnership Attorney – We Help Fix Issues with Legal Agreements

Attorneys Real Estate Group

We Handle Real Estate Contracts, Builder Disputes, Failure To Disclose & More..

Getting into disputes with your partners is something other than what most people expect when they start a partnership. Business partnerships can also go sour, as in any other relationship.

Contact Us For A Free, Over The Phone Consultation

It’ll Be A Helpful Discussion With An Attorney

Partnership Attorney – We Help Fix Issues with Legal Agreements

A partnership can become unworkable when there is disagreement about the partnership’s goals. A partner’s misconduct can jeopardize the business in other cases.

You can avoid many disputes by drafting a detailed and well-drafted partnership agreement. Partnership agreements can address things such as:

  • The allocation of profits and losses,
  • Decision-making rules,
  • Contributions of each partner,
  • Authority and responsibilities of each partner,
  • Dispute resolution and
  • It is divvying up the partnership if it dissolves.

The partnership agreement will govern first in the event of a partnership dispute. Florida Revised Uniform Partnership Act provisions will apply if a dispute pertains to matters not covered in the agreement.

The Partnership Act also governs partner disputes. Such as disputes over breaches of a partner’s duty of loyalty. Which an agreement cannot change. You can avoid many future partnership disputes by drafting a strong partnership agreement.

It is possible to need a partnership attorney even when you have a good partnership agreement to resolve various issues. The following are five reasons you might need a lawyer for a partnership dispute.


Types of Partnerships

Partnerships can take several forms, but the most common is between individuals. We can also make partnerships up of corporations or limited liability companies. The following are the elements of the partnership agreement:

  • Partners’ names and contact information
  • Partnership purpose and primary location
  • Ownership terms
  • Investments each partner makes in the business.
  • Shares of a partnership
  • Partner profit distribution directives
  • Management of the company
  • Details of the operation

People enjoy the ability to separate their assets from the business. There are fewer formalities involved in a partnership agreement than in a corporation. Incorporation papers and corporate minutes are not required for partnerships.

Partnering up to develop and run a business following the partners’ objectives and desires allows the parties to avoid being restricted by state law’s default provisions.

Each partner does not need to own an equal share of the company. As long as there is an agreement between partners, partners may divide ownership interest in any way they see fit. The business only requires some partners to be actively involved.


Why Establish a Partnership?

It is common for individuals and businesses to conduct business without a partnership agreement. But this can result in costly mistakes. Partnerships already exist between partners, and many do not expect any issues to arise in the future.

A partnership agreement is not recognized as essential in many family-owned small businesses. However, family disagreements are likely in business or company partnerships.

A partnership agreement prevents internal legal disputes and disagreements by clearly defining each partner’s role and business operations. As well as being easy to establish, a partnership offers each partner the opportunity to access greater amounts of capital, experience, and other resources.

A partnership agreement can be an alternative to the state’s legal forms for establishing partnerships.

As long as the parameters are legal according to state and federal laws, the information in the partnership agreement can prepare each partner for anything that may occur.

The partnership agreement, for example, cannot stipulate that each partner is only responsible for business decisions they make individually. According to the Uniform Partnership Act, every partner, as well as the other partners and employees of the company, handles their actions.

Partnership agreements can also significantly affect individual partners’ taxation and that of the partnership. The partnership agreement specifies how much each partner pays in taxes and the kinds of payments and capital distributions.


How Can You Create a Successful Partnership Agreement?


How Can You Create a Successful Partnership Agreement?


Partnership agreements describe the relationship between the partners and outline each partner’s rights and responsibilities. Additionally, it may include the following:

  • Each partner’s share of the partnership;
  • A partnership’s decision-making authority;
  • Dispute resolution methods between partners;
  • Dissolution or transfer of the partnership;
  • New partner additions; and
  • The partners use policies and procedures to make important aspects of the partnership.

As a rule of thumb, the clearer and more detailed the partnership agreement, the better the chances of success. The partnership agreement must provide solutions for all potential and foreseeable problems that may arise.

Furthermore, it is best to put the partnership agreement in writing. If any future legal issues arise, the agreement can be used as evidence or as a reference to resolve disputes.


Who Has Control in a Partnership?

The three key factors affecting partnership control are ownership, management, and authority to conduct business. Defining these concepts and who they apply to in a partnership agreement is important.

The rights of all partners to control a partnership must be stated in a partnership agreement unless otherwise stated. The partners must vote unanimously on such issues as day-to-day business operations.

All the partners must consent to matters beyond the scope of daily business decisions. The form of a partnership, as well as the laws of the state, may influence control in a partnership.


Can an individual face liability as a partner?

Partnership types determine the liability an individual may face as a partner. Partnerships fall into three categories:


1. General Partnership:

General partnerships comprise two or more individual co-owners of a profitable company.

  • Liability:

Each general partner handles the debts and losses of the general partnership. Any liability incurred by third parties under tort or contract law and any breach of fiduciary duties to the partnership by the other partners.


2. Limited Liability Partnership (LLP):

This type of partnership shields the members from the debts and liabilities of the other partners and their own. , LLP partners are like general partners. Forming an LLP does, however, require filing with the state.

  • Liability:

LLP partners are not responsible for any partnership obligations. But each partner remains responsible for their acts or acts supervised or directed by them. This means that they are not legally liable for an unlimited amount.


3. Limited Partnership:

Limited partnerships consist of general and limited partners. A general partner must have at least one partner, regardless of how many partners each type has. Limited partners do not make management decisions, whereas general partners do.

  • Liability:

General partners are jointly and individually responsible for the partnership’s liabilities and debts. Limited partners are only responsible for their contributions to the limited partnership, not their entire investment.


Exactly how does a Limited Partnership differ from a General Partnership?

Partnerships can be limited or general partnerships. Two or more individuals form a corporation by forming an association for profit. There is a shared profit, loss, and liability between all of the general partners.

General partnerships differ from limited partnerships in that they have joint and individual liability for the partnership’s debts and liabilities.

It is common for limited partnerships to have both limited partners and general partners. At least one general partner must be present, whether there are one or more of either type. The general partner’s responsibility is to make management decisions and run the business daily.

Limited partners have limited authority over the partnership and are only responsible for investment duties. General partners are responsible for all the debts and liabilities of the limited partnership, while limited partners are only responsible for the amount they contributed to the partnership.


Reasons to end the partnerships.

There are many reasons why partnerships end. Here are a few examples:

  • Upon the death, incapacitation, or bankruptcy of one of the partners;
  • The partners cannot resolve disputes if they arise;
  • It is likely that one of the partners will retire soon or has already retired;
  • Partnership agreements may specify a termination date; or
  • Lawfully (for example, if the partnership engages in illegal activity).

Partnerships may be officially terminated in different ways depending on state laws, their type, and whether they are dissolved or disassociated.

Dissolution is the process of terminating the partnership as a whole. On the other hand, a disassociation occurs only when one partner attempts to end its association with the company.

When a partner disassociates from a partnership, the rights and profits of that partner are terminated. Partnerships that decide to proceed without this partner must buy out their dissociating partner.

Any partner at any time may provide a dissolution notice. All its assets must be distributed to wind up the partnership’s business activities.

A partnership’s wind-up proceeds are first used to pay off any debts it may still have, then the remainder is distributed to the individual partners. Ownership interests in partnerships usually determine this.

The partnership should notify its creditors and clients that it is dissolving and state and federal tax authorities.


Will it be good if I form a partnership without a lawyer?

For various reasons, a corporate lawyer is invaluable when forming a partnership. Business lawyers can assist you in drafting or reviewing your partnership agreement to ensure it is clear. Every business partnership has contracts with two or more parties. A lawyer can help ensure that the agreement is in the client’s best interests and earns advantages over the long term. The lawyer also assists in being aware of tax obligations and obligations.

Legal formalities are not generally required to form a partnership, but certain state laws and statutory requirements apply. Business lawyers in your area can provide advice about applicable laws and make sure your partnership doesn’t violate any of them.

Choosing the right partnership for your business is another reason to consult a lawyer. Various types of partnerships are better suited for different types of businesses. The type of partnership you select can affect taxes and liability risks associated with the partnership, as well as the amount of taxes you and your partners will owe.

Furthermore, a lawyer can assist the partnership in resolving disputes and guide the partnership through the dissolution process. If necessary, depending on the nature of the case, they can also represent you or on behalf of the whole partnership.


What responsibilities are associated with a business partnership lawyer?

Providing legal advice and services to business partnerships is a primary function of a business partner lawyer. The following is a list of roles and responsibilities associated with a business partnership lawyer.


Provide Advice on Partnerships

Partnerships occur when two or more individuals want to begin a joint business venture. The parties must consider the responsibilities that arise from their partnerships with the help of a professional lawyer. Furthermore, the lawyer explains what each party can gain from the partnership and how they can make it work for their business.


Draft Partnership Agreements

The lawyer creates legal documents that record the rules and provisions of a partnership. Decisions and discussions will inevitably take place when considering a potential business partner or expanding your current business partnership.

It is here that a lawyer specializing in business agreements can be of great help. Professional attorneys can assist in drafting partnership agreements by seeking both parties consent.


Resolve Partnership Disputes

These disputes can arise about the partnership’s operations, the distribution of products, the generation of income, etc. Lawyers can assist both parties in resolving disputes regardless of whether a partnership agreement exists. Everyone can stay on top of details by working together on specific business agreements.


In A Nutshell

A business partnership lawyer’s role is to assist clients in creating, modifying, and negotiating business partnerships. To avoid future legal complications, the lawyer ensures that both parties negotiate all terms and conditions of the partnership agreement.

Working with an experienced professional lawyer can guide you through legal documents and necessary steps if you start a new business partnership.

Robert Enos

ROBERT ENOS Senior Trial Attorney Robert J. Enos is the Senior Trial Attorney at Attorney’s Real...