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Southeast Transaction Guide
Copyright 2017, Matthew Bender & Company, Inc., a member of the LexisNexis Group.

4-63 Southeast Transaction Guide 63.syn


General Partnerships


Thomas Ritchie;Byron Sparber;and Carl Cofer

Chapter Summary


This chapter of the Southeast Transaction Guide is designed to assist the attorney in drafting effective partnership agreements that avoid common pitfalls and provide guidance on the formation of partnerships, both large and small, of a commercial nature including professional partnerships. Partnerships are deceptively simple to form and operate--the law requires little more than an informal, oral agreement between the parties. However, because it is relatively easy to set up, the potential for future problems is considerable. Critical tax considerations are sometimes overlooked, resulting in an unnecessary tax burden over the life of the partnership. The chapter begins with a research guide, which cites both primary and secondary sources, including state statutes, federal tax statutes and regulations, annotations, law reviews, and text references.

A partnership is defined and governed by the Uniform Partnership Act. The chapter begins by defining partnerships with regard to Florida, Georgia, and Alabama law. The chapter then discusses briefly the taxation of partners and the partnership, including tax consequences of formation, taxation of income, limitations on deduction of losses, and situations of partner retirement, death, or addition. The rights and duties of partners among each other and to third persons and the partners' interests in the partnership are also covered.

The chapter also covers some formation issues, such as the necessity for a partnership agreement and the use of a fictitious name. The chapter also treats purchase and sale provisions for purchase of the partnership interest of a former partner and buy-sell agreements between partners. Finally, the chapter discusses some different forms of partnerships, including professional partnerships and limited liability partnerships with regard to Florida, Georgia, and Alabama law.

Southeast Transaction Guide is a step-by-step guide that covers a wide variety of transactions for Alabama, Florida, and Georgia. This 20-volume set is broken down into five parts: business entities, estate planning, commercial transactions, real estate transactions, and personal transactions. Each chapter offers a legal background on each transaction covered, emphasizing tax considerations and problem areas, planning guides with checklists, procedural and drafting guides for transaction processing, and necessary forms with commentary, plus citations to leading cases.


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The question of when and whether a partnership continues or dissolves on the death, withdrawal, or termination of a partner is discussed in the material regarding the dissolution of a partnership in Chapter 65.

Limited partnerships are the subject of Chapter 64.

Material regarding professional corporations, and their advantages and disadvantages when compared to partnerships is contained in Chapter 60.

Coverage of limited liability companies, which have many of the same characteristics as partnerships, is contained in Chapter 66, Limited Liability Companies.


See Business Organizations with Tax Planning (Matthew Bender) for thorough coverage of the formation and operation of various types of business entities, along with thorough tax analysis.

See Organizing Corporate and Other Business Enterprises (Matthew Bender) for guidance on the various aspects of setting up small business enterprises, along with tax, financing, and management considerations.

See Planning Tax-Exempt Organizations (Matthew Bender) for the analyses, practice commentary, and straightforward guidance that organizations and practitioners need to obtain and maintain an entity's tax-exempt status under IRC Section 501(c)(3).

See Liability of Corporate Officers and Directors (Matthew Bender) for expert discussion on virtually every aspect of director and officer liability, loss prevention and financial protection.
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