Partnership
Introduction to Partnership
Partnership, in law, term applied to an association of two or more persons who have agreed to combine their labor, property, and skill, or some or all of them, for the purpose of engaging in lawful business and sharing profits and losses between them; in this definition the term business includes every trade, occupation, and profession. The parties forming such an association are known as partners. Partners may adopt a fictitious name or use a real family name. In the U.S., most states require the filing of a certificate of partnership with the county clerk when an assumed name is used. The agreement to form a partnership is known as a partnership contract, the most important provision of which spells out the manner in which profits are to be distributed.
A partnership can be formed only by contract; the Statute of Frauds requires the agreement to be in writing if the term exceeds one year; failure to comply results in a partnership at will. Any number of persons may contract to form a partnership, and firms of partners may enter into partnership with one another. By contrast, in most states, a corporation has no power to enter into a partnership unless such power is expressly given in the corporate charter. New members may be admitted into an existing partnership only with the consent of all the partners. The agreement of partnership generally is for a definite term of years; if no duration is specified, it is said to be a partnership at will and can be terminated at any time by any partner. By agreement of the members, a partnership may be dissolved or terminated and the terms of the partnership agreement modified at any time. Death or bankruptcy of a partner, the insanity or misconduct of a partner, and the end of the period fixed for the duration of the partnership also operate to terminate the partnership.
A partner acts as an agent of the firm in the conduct of its business. Authority to act depends not only on the express powers given to a partner by the partnership agreement, but also on the implied powers resulting from the partnership relation and the nature of the business conducted. In the case of a partnership formed to conduct a wholesale or retail business, for example, a partner has implied power to borrow money for trade purposes, to buy on cash or credit, to make contracts and negotiable instruments to hire employees, to pay firm debts and sell or mortgage property for that purpose and to receive payment of debts owed the firm. A partner must, however, exercise the highest degree of good faith in all dealings with the other partners, devote time and attention to the partnership business, and must account to the other partners for any secret profits made in the conduct of the partnership business. The liability of a partner for partnership debts is said to be unlimited, except when the partner is a limited one in a limited partnership organized in accordance with the provisions of a state statute permitting such limitation of liability.” (1)
European Economic Interest Grouping (EEIG) in International Trade
Note: there is more information about this term in the European legal Encyclopedia. Meaning of European Economic Interest Grouping (eeig), according to the Dictionary of International Trade (Global Negotiator): Type of legal structure that allows companies to found a legally independent cooperation entity with the aim of facilitating, streamlining and developing their economic activities. The partnership must be related to the economic activity of its member companies and must play a supporting role (e.g. joint accounting or prospecting). The EEIG is fiscally transparent: it is not deemed to have legal personality for income tax purposes, so that its results are only taxable as profits or benefits derived by its members.
Partnership in International Trade
Meaning of Partnership, according to the Dictionary of International Trade (Global Negotiator): An unincorporated business owned and operated by two or more persons (partners) who may have general or limited liability in accordance with the partnership agreement. The definition of status of partnerships varies from country to country, and is not recognized as a business entity is some countries. See general partnership; limited partnership.
Resources
Notes and References
- Information about Partnership in the Encarta Online Encyclopedia
Guide to Partnership
The Legal History of Partnership
This section provides an overview of Partnership
Resources
See Also
- Legal Biography
- Legal Traditions
- Historical Laws
- History of Law
Further Reading
- Partnership in the Oxford International Encyclopedia of Legal History (Oxford University Press)
- The Oxford Encyclopedia of American Political and Legal History (Oxford University Press)
- Partnership in the Dictionary of Concepts in History, by Harry Ritter
- A Short History of Western Legal Theory, by John Kelly
Hierarchical Display of Partnership
Business And Competition > Legal form of organisations > Organisation > Firm governed by commercial law
Business And Competition > Business organisation > Company structure > Company member
Partnership
Concept of Partnership
See the dictionary definition of Partnership.
Characteristics of Partnership
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Resources
Translation of Partnership
- Spanish: Sociedad personalista
- French: Société de personnes
- German: Offene Handelsgesellschaft
- Italian: Società di persone
- Portuguese: Sociedade de pessoas
- Polish: Spółka osobowa
Thesaurus of Partnership
Business And Competition > Legal form of organisations > Organisation > Firm governed by commercial law > Partnership
Business And Competition > Business organisation > Company structure > Company member > Partnership
See also
- General partnership
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