The Uniform Business Partnership Act (UPA)

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Partnerships

A partnership is automatically formed when two people start doing business together. No documentation is required unless a multiple-owner business begins operating. Since partnerships almost always have a separate name from the partners involved, a DBA (assumed name) must be done to identify the owners. Getting an EIN is also recommended.

There are two types of partnerships to be aware of. A general partnership is where the partners are both involved in the day to day operations of the business. A limited partnership is when an investor has contributed to the business, but is not involved in the day to day operations.

The Uniform Business Partnership Act (UPA) was designed to encourage uniformity from state to state, but it …show more content…

This means these entities are not taxed on the business level, but on the owner’s individual tax returns. Except with a partnership, each owner pays taxes on their share of the profits defined in the partnership agreement and also pay self-employment tax.

To do so, each partner will use IRS Form 1065 and Schedule E to report their share of profit or losses. Each partner also must fill out a Schedule K which is used to break down the partnership’s income into different types of income.

With partnerships there is also something called tax basis (amount invested into the partnership). The tax basis is the partner’s allocated share of the profits, regardless of whether they received those or not. So whatever the partner invests that is their tax basis.

The Waco Kidd and Darren Two Guns went into business and agreed to share the profit and losses from their business 50/50. Their first year in business they made $100,000.00, but decided use the profits to buy some new equipment and chose not to take any distributions. Even though neither partner actually received a cash payout, the Waco Kidd and Darren Two Guns will be taxed on $50,000 in business income. Each will be taxed on their “allocated profit” of $50,000 and not their “distributed …show more content…

As always be sure to ask your CPA to see if you qualify (your taxable income must be below $157,500 if you are single or $315,000 if you are married and file jointly).

COST:

Unfortunately, running a business entails paperwork. However, like a sole proprietorship, other than local permits and licenses, there are few ongoing formalities with a partnership. In fact, a partnership can even be formed by an implied rather than express agreement of partners to associate for profit.

General partners usually have equal voices in management. Major decisions usually require unanimous vote, where ordinary decisions have a simple majority. Unless, there is a voting rights agreement in place, most limited partners are not involved with day to day managerial decisions.

With a partnership, profits and losses are usually taken by the partners in proportion to their stakes in the business, whether they contributed services or cash. If one partner takes unauthorized action, the others can be obligated. If a general partner dies, goes bankrupt, withdraws from the business, or is forced out by the others, the partnership

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