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Jan
19 • 2017
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Is there any advantage to forming a general partnership rather than a corporation or a LLC?

We don’t think so. In fact, we feel so strongly about it that we won’t form a general partnership. Once upon a time, partnerships offered a significant tax advantage over other forms of business, in that partnerships were only taxed once, at the owner/partner level, while corporations bear two levels of tax, once at the entity level and again at the owner/shareholder level. But partnerships pay a heavy price for those tax benefits. While a completely legitimate purpose of forming a corporation or LLC is to limit the personal liability of the owners for the company’s debts, partners in a general partnership remain liable not only for the debts and obligations of the partnership, but also for the wrongful acts of other partners. And general partnerships no longer offer any tax advantage over LLCs, which are taxed only at the owner level, just like partnerships, while still enjoying the benefits of corporate-style limited liability. If you can enjoy the tax advantages of a partnership, without exposing yourself to the unlimited liability of a general partner, why not form a LLC instead? For a more detailed look at our thinking on this question, see Why We Don’t Form General Partnerships.