Partnerships Are Not Eternal

By Nina Kaufman, Esq.

The article “Protect Your Business and Your Family” raised a valid point — that partnerships are not eternal.  But the point is not an obvious one.

Many business owners I know and advise refer to their “business partner” as the person with whom they own a business.  The business may take the legal form of a corporation or a limited liability company, but they’ll still use the word “partner.”  After all, it’s a lot more succinct than “co-shareholder,” which conjures up stark, impersonal images of monolithic corporate entities.  And it’s a lot less socially awkward than saying “this is my co-member” . . . which has salacious overtones.

It’s not often that business partners are true “partners” — in the legal sense of the word as being partners of a “general partnership.”  Perhaps that’s because a general partnership has some definite downsides as a legal entity, namely, that the personal assets of all partners are at risk in the event of a judgment or loss.  I see fewer and fewer people affirmatively choosing a “general partnership” as a form of business nowadays.

Another downside — that the author, Georgiana Latino, alludes to — is that when a partner of a general partnership dies or leaves the business (for any reason!), the business ceases to exist.  The legalities behind it are that “the business = the partners.” And not just any partners — only the partners who are noted on the certificate of partnership that’s filed with the county clerk.  If a partner leaves — or joins — the business is no longer what it was before and, therefore, can’t exist.

That’s why it is absolutely vital to have a partnership agreement in place.  A partnership agreement can help ensure an easy transition from one set of partners to another, including “administrative details” like the ability to keep bank accounts open.

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