Associations or Partnerships – Constitution and Business Structure

The collective societies they are the simplest type of legal structure to form businesses with two or more principles; But although partnerships do not have formal paperwork requirements, they generally do not protect partners from liability. Partners can also conflict over numerous business-related issues, including conflicting work ethics and financial goals, and even business roles and leadership styles.

Associations or Partnerships as a legal structure for a business

Here you will find advice on legal and tax issues related to associations and to guide you through each phase of the start-up process.

Corporation taxes

You will be surprised to learn that business partnerships do not have corporate tax status. What this means is that the Internal Revenue Service (IRS) does not have the power to tax them directly. Rather, the government simply taxes the earnings that flow to individual partners as personal income. When a business associate files their personal tax return, he or she will have to report their operating profit and loss to the IRS on Form 1065.

Buying Sales Agreements: Planning for the Future

Also known as “business continuation agreements” or “sales agreements,” a buy-sell agreement is a contract that provides for the possible future sale of the interests of your business or the purchase of the interest of your co-owner. One of the reasons that partners tend to enter into a buy-sell agreement is due to concerns about a partner’s health. If a co-partner dies, it will affect the operation of the business. A fully funded buy-sell agreement can help remove any doubts about the future of your business.

Limited Partnerships: The Basics

There are three types of partnerships that companies can choose from when forming a partnership: general, limited, or joint venture. While there are benefits and drawbacks to all three, in a limited partnership at least one owner is a general partner and at least one owner is a limited partner. The general partner (s) make day-to-day business decisions and are personally responsible for any debt the business incurs. The limited partner, however, does not take care of the day-to-day operations, but simply invests and reap the benefits of any profit. Basically, a limited partner enjoys a protected investment.

Special assignments

In a normal business arrangement, income, gains, losses, losses, deductions and credits are distributed according to the percentage of participation of each partner or member. However, when partners establish a “special allocation”, income and expenses are redistributed according to the allocation or arrangement. Keep in mind that IRS rules must be followed if you want to divide profits and losses disproportionately to the interests of the owners in the business.


Unfortunately, association rules and regulations can be extremely complicated. If you want to set up a special allowance, you will need expert help to make sure your allowance complies with IRS rules. A business attorney can draft special language for your partnership agreement or operating agreement to ensure that the IRS accepts your special assignment.

A partnership attorney can help you formulate your purchase-sale agreement and even help reduce your future tax liability.


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