什么是普通合伙?
A general partnership is an unincorporated business structure where two or more partners agree to co-own and run a for-profit business.
Under a general partnership, each partner has control over the day-to-day management of the business. 除非合伙协议另有规定, a general partnership dissolves when a partner exits the partnership or dies.
General partnerships are pass-through entities for tax purposes, meaning the partnership itself is not taxed at a corporate 水平. 而不是, the profits and losses are passed on to the partners who report them in their individual tax returns and are taxed at the personal rate.
Two of the main features of a general partnership are the partners' unlimited liability and their fiduciary duty.
无限责任
在普通合伙企业中, partners have unlimited personal liability for the business's debts, 负债, 和诉讼. 除了, each partner is considered an agent of the other partner(s) and can enter into binding business agreements on their behalf. Partners are also personally liable for any lawsuit arising from another partner's actions.
This feature means general partnerships require a high degree of trust between the partners, making them a common structure for family-owned and run businesses.
受托责任
在普通合伙企业中, each partner owes fiduciary duties to the other partners. Fiduciary duties ensure that partners act in the best interests of the partnership. 它们包括:
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诚信行事的责任, that is, to act fairly and honestly with each other in any activities involving the partnership
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行使合理注意的义务 in managing the partnership – for example, by maintaining accurate business records
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披露的责任 to other partners any relevant information about the potential impacts (positive or negative) of any decision affecting the partnership, 包括任何利益冲突
The specific fiduciary duties owed in a general partnership are set out under state law. Fiduciary duties can also be modified by a partnership agreement in certain circumstances.
如果合伙人违反了他们的受托义务, the other partners may be able to sue them for any losses sustained as a result of the breach.
在佛罗里达州成立普通合伙企业
你不需要正式注册一个普通合伙企业. A general partnership can be formed by a verbal or written agreement, 或者仅仅是因为企业的运作方式. If the business has the features of a general partnership, the law will treat it as such.
While it is not legally required, it is a good idea to use a written partnership agreement. 合作协议规定了一些重要条款，比如:
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合伙企业的管理结构
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利润和负债如何分配
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合伙人想要离开合伙关系的过程
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对法定受托责任的合理修改
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合伙人对合伙企业的财务贡献
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投票权
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争议解决 流程
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合伙企业解散
A carefully drafted partnership agreement can reduce the risk of disputes between the partners and protect the business.
佛罗里达州普通合伙企业的优势
The advantages of a general partnership are many and include but are not limited to the following:
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缺乏官僚主义. General partnerships are easy to set up as you are not required to file any registration documents. Unlike a corporate structure, there are also no ongoing compliance requirements, like annual reports. So, it can be quicker and cheaper to start and run a general partnership compared to other business structures, 就像一个有限责任合伙企业.
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灵活性. General partnerships allow partners a large degree of flexibility to define the management structure and procedures under a partnership agreement.
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简化税收. 因为合伙企业是传递实体, 利润(和亏损)按个人纳税, 而不是公司, 水平. 在某些情况下，这可以降低你的总体税单.
除了 to these advantages, there are also several risks associated with general partnerships.
佛罗里达州普通合伙企业的缺点
The potential downsides of a general partnership must always be weighed against the possible benefits. 两个具体的缺点包括:
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无限责任. Partners in a general partnership take on unlimited personal liability for the debts and 负债 of the business, 以及其他合作伙伴的行动. This 水平 of liability typically makes general partnerships unsuitable for businesses running larger operations or risky activities. The risk also makes general partnerships unattractive to external investors.
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受其他合伙人决定的约束. 这种责任也延伸到其他合伙人的决定. 例如, if a partner enters into a contract with a certain supplier without your knowledge, 你仍有义务遵守协议.
在加入普通合伙之前, you should seek legal advice on the potential benefits and risks in your situation.
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