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General Partnership

In the commercial and legal parlance of most countries, a general partnership, or simply a partnership, refers to an association of persons or an unincorporated company with the following major features:

  • Created by agreement, proof of existence, and estoppel
  • Formed by two or more persons
  • The owners are all personally liable for any legal actions and debts that the company may face

It is a partnership in which partners share equally in both responsibility and liability.

Partnerships have certain default characteristics relating to both 1) the relationship between the individual partners and 2) the relationship between the partnership and the outside world. The former can generally be overridden by an agreement between the partners, whereas the latter generally cannot be.

The assets of the business are owned on behalf of the other partners, and they are each personally liable, jointly and severally, for business debts, taxes, and tortious liability. For example, if a partnership defaults on a payment to a creditor, the partners’ personal assets are subject to attachment and liquidation to pay the creditor.

By default, profits are shared equally among the partners. However, a partnership agreement will almost always set forth the manner in which profits and losses are to be shared.

Each general partner is deemed the agent of the partnership. Therefore, if that partner is apparently carrying on partnership business, all general partners can be held liable for his dealings with third persons.

By default, a partnership will terminate upon the death, disability, or even withdrawal of any one partner. However, most partnership agreements provide for these types of events, with the share of the departed partner usually being purchased by the remaining partners in the partnership.

By default, 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, and disagreements of extraordinary matters and amendments to the partnership agreement require the consent of all partners. However, in a partnership of any size the partnership agreement will provide for certain electees to manage the partnership along the lines of a company board.

Unless otherwise provided in the partnership agreement, no one can become a member of the partnership without the consent of all partners, though a partner may assign his share of the profits and losses and right to receive distributions (“transferable interest”). A partner’s judgment creditor may obtain an order charging the partner’s “transferable interest” to satisfy a judgment.