Part 2: Fiduciary Duties to Shareholders, Partners, and Members

20 How are general partnerships organized?

General partnerships occur when two or more people begin a for-profit business, unless they take other steps (such as forming an LLC).

When two or more people form their own business or professional practice, they usually consider becoming partners. Partnership law defines a partnership as “the association of two or more persons to carry on as co-owners a business for profit…whether or not the persons intend to form a partnership.” Revised Uniform Partnership Act, Section 202(a). In 2011, there were more than three million business firms in the United States as partnerships. When we use the word partnership, we are referring to the general business partnership. There are also other types of partnerships, one of which (the limited partnership) we will consider later.

Even if you do not plan to work within a partnership, it can be important to understand the law that governs it. Why? Because it is possible to become someone’s partner without intending to or even realizing that a partnership has been created. Knowledge of the law can help you avoid partnership liability.

Exercises

  1. Why does partnership law specify “for profit”? In other words, does it make sense that there are no “non-profit partnerships”? Explain.

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Business Ethics: 100 Questions Copyright © by Jeff Lingwall is licensed under a Creative Commons Attribution-NonCommercial 4.0 International License, except where otherwise noted.