A lot of today’s most successful businesses started out as general partnerships. After all, starting a business is simultaneously exciting and overwhelming.
Having a partner to share the load makes it that much easier. And partnerships in Montana are easy to form, so it’s not surprising that many entrepreneurial teams begin with this entity type. But even though partnerships are easy to form, there are plenty of ducks to put in a row.
In this guide, we’ll walk you through all the essentials to forming a partnership, from the liability risks of a general partnership to business licenses, and more. By the end, you’ll have a clear picture of how to start a general partnership in Montana.
A (Very Important) Note on Personal Liability
If you talk to a lawyer about your intentions to start a partnership, there’s a good chance he or she will tell you to be really careful. That’s because, from a legal standpoint, a partnership is not legally distinct from the individual partners behind the partnership.
Granted, the business can obtain a bank account using the business’s name, enter contracts, and so on. But the responsibility to uphold those contracts and agreements falls to the partners, not the business.
If your partnership defaults on a loan or is sued for malpractice, you’ll (understandably) have to pay up. But if there’s not enough money in your business’s bank account to pay, your creditors can go after your personal assets. For example, they can lay claim to your car, your house, and your personal savings.
Note: Some states allow for partnership types with some liability protection—and Montana is one of them. The most common types are Limited Partnerships and Limited Liability Partnerships. That said, there are important nuances to these partnership types that make them troublesome for some entrepreneurs.
If you’re not much of a risk-taker (and that’s totally fine; risky endeavors aren’t for everyone), then a general partnership is probably not the best choice for you. You’d be better off forming an LLC or corporation, which offer near-comprehensive liability protection.
For most small businesses, the LLC is ideal because it offers a lot of ownership flexibility, easy operation, and personal asset protection. If you’d like to learn more about forming an LLC in Montana, start with this guide.
But if a general partnership seems right for your business idea, then let’s dig in. By the time you’ve followed all the steps in this guide, you’ll have a general partnership that’s set for success.
5 Steps to Form Your General Partnership
If you’re sure that a partnership is right for you, then your business starts as soon as you and your partner get to work. That said, there are 5 key steps you should complete to ensure your business gets off to a good start.
1. Do a ‘partner’ gut check
Starting a partnership can be really exciting, especially if you’re entering business with a lifelong friend or a buddy from college.
But don’t rush into things if you can help it. Some people recommend looking at a partnership like a marriage: it’s a committed relationship that requires give and take on both sides. So you should consider your partnership with a long-term mindset.
For example, ask yourself these questions:
- Do you work well together even in stressful situations?
- Do you agree on how to handle finances?
- Do your strengths and weaknesses complement each other?
- Can you envision still working with them 5-10 years from now?
- Does either partner have a history of malpractice, poor business decisions, etc.?
While you don’t have to do a full-scale background check on your potential business partners, careful consideration can save you headaches down the road. Talking through these issues together (before business begins) ensures that everyone is on the same page.
2. Draft a partnership agreement
In every high-functioning business, everyone has clearly defined responsibilities, compensation terms, and rights—all the way from the CEO to the new hire in training. Partnerships may not have as many people involved, but they still require clear-cut roles.
A partnership agreement clearly defines the rights, privileges, and responsibilities of each member.
Each agreement is unique, but every good partnership agreement includes:
- How ownership is split: Does each partner have an even 50/50 share? Or does one partner have a bigger stake, such as a 60/40 split?
- Management rights: Can a partner make decisions autonomously, or do big decisions require mutual agreement? What decisions are “big enough” to require you to consult each other? Simply put, your agreement should detail who calls the shots, and how.
- Duration of the partnership: Not all partnerships last forever; some plan for their business to be temporary. Others plan for a perpetual partnership. Either is okay, but you should detail it in your agreement.
- How a partner can buy in (or out): As time passes, it’s not uncommon for a business to add or subtract a partner. But there needs to be an official procedure for doing so. Your operating agreement can detail that procedure.
3. Choose a DBA Name (Optional)
When you start a partnership, the business doesn’t have a unique name; it’s just the legal surnames of each partner. But “Jones & Jacobs” isn’t a very descriptive name, right?
That’s why a lot of partnerships choose to use a DBA, or “Doing Business As” name. A DBA allows a business like “Jones & Jacobs” to operate as “World’s Best Cupcakes.” Not only is a DBA name more appealing and descriptive, but a DBA also gives you some new options.
You can open a business bank account, and a name makes your business seem more official. A lot of customers are more comfortable writing a check to a business than an individual.
Montana allows entities of all kinds to register and use a DBA, but the state calls them assumed business names. Registration of assumed business names is required, but thankfully, it’s a fairly simple process. Before you dive into registering, though, you should ensure that your desired name is available to use. Your assumed business name cannot be the same as another entity’s name.
To check for name availability, run a Montana Business Search. Simply type in the name you’re hoping to use; if no exact matches pop up, then your name is probably available. It’s also a good idea to run a simple internet search on the name, too, especially if you’re thinking about expanding business into other states.
If your name is available to use, then you can proceed to register it. It’s a simple online registration that will cost you just $20. After registering, your assumed business name is all set for five years. After that, you’ll need to renew it.
4. Register for taxes
An advantage to a partnership is the fact that partnerships do not pay taxes as a business; instead, the tax burden “passes through” to the individual members of the partnership. The partners pay the taxes.
That said, your partnership still needs to register with the IRS and file yearly paperwork to report the business’s income. That registration also entails getting an EIN. Obtaining this business tax number is easy and free, and if you do it online, you’ll get your number almost instantly.
Your partnership won’t actually pay taxes to the IRS, but you will need to file a form annually (IRS Form 1065). The actual tax burden will come into play when you fill out Schedule C of your individual income tax reports each year. If you have any employees, you’ll also need to pay employment taxes like Medicare, Unemployment, and more.
For a full description of partnership tax requirements at the federal level, check out the IRS’s Tax Information for Partnerships.
On the state level, the biggest tax burden you’ll have in Montana is the income tax. As a general partnership, you’ll pay them at the individual tax rate, which ranges between 1% and 6.9%. That said, even though your partnership itself will not pay taxes, you’ll need to file a partnership return of income each year. This document helps the state keep tabs on how much revenue flows through the state thanks to small businesses. It does not incur taxes.
Unlike most states, Montana does not have a state sales and use tax. If you have out-of-state vendors who demand to see your sales tax permit (as some will), you can direct them to contact the Department of Revenue for clarification. Read more about the state’s stance on sales taxes here.
Even though there is no state sales tax, there may be some industry-specific taxes that you’ll need to pay attention to. For example, Montana has unique taxes for marijuana, tobacco, telecommunications, and more. You can read all about these miscellaneous business taxes at the Montana Department of Revenue.
5. Obtain business licenses and permits
Even though partnerships are relatively simple to run, they’re not exempt from the state’s business license requirements. In most locations, there are two primary business license categories: the general business license and industry-specific occupational and professional licenses.
Montana does not offer a general business license that every entity in the state needs to obtain in order to be compliant. Instead, the bulk of licensing requirements come on the industry-specific level. For one thing, Montana upholds all licenses required on the federal level. For example, business owners in industries like alcohol and agriculture need to get licenses from the Alcohol and Tobacco Tax and Trade Bureau and U.S. Department of Agriculture respectively.
Montana also has plenty of state licenses for different occupations. For example, optometrists, barbers, cosmetologists, and crane operators are all required to obtain a license. There are plenty of other trades requiring licenses, too. You’ll need to do your own research to learn whether your trade requires a license, though. The Montana Department of Labor and Industry is a great place to start that search.
General Partnership Pros & Cons
Before you form any business, you’ll want to do some careful soul-searching to ensure that entrepreneurship is right for you. That’s especially true for a general partnership. You’ll need to carefully evaluate the pros and cons before diving in.
General Partnership Pros
- Unlike a lot of business entity types, a general partnership does not require any start-up paperwork or registration fees. You don’t have to submit any paperwork to the state of Montana. In a sense, your business bursts into existence as soon as you and your business partner(s) say, “Let’s do this!” You can get to work right away.
- Another advantage to a general partnership is the flexibility it provides you. You and your business partners will have a lot more control and leeway when operating your business (especially compared to a corporation). But if you someday decide to convert your partnership into a more official LLC or corporation, it’s easy to do so. The paperwork required is simple.
- Last but not least, you’ll find that your tax burden will be pretty simple as a general partnership. General partnerships file tax paperwork as a business, but they do not actually pay taxes. Instead, the tax burden “passes through” to the partners, who pay taxes at the individual rate for both the federal state levels. In many cases, the individual tax rate is cheaper than the corporate income tax.
(Note: this might not be true if you have extensive income from other sources, pushing you into a high tax bracket). Montana keeps the income tax burden relatively low (the highest bracket is an exception; that’s higher than the corporate income tax). Plus, a non-existent sales tax keeps the overall tax burden even lower. For more information on general partnership taxes in the state, see Step 4 above.
General Partnership Cons
- The biggest disadvantage to a general partnership is that the partners accept a lot of personal liability. General partnerships do not offer any personal asset protection, unlike corporations or LLCs. We’ll go into more detail about personal liability shortly.
- Let’s face it: sometimes, partnerships just don’t work out. There’s no guarantee that you’ll always see eye to eye with your partners. For example, one partner might lose their passion for the business down the road. Or one partner might sign a contract without consulting you, and you don’t agree to the terms. Members of a general partnership can also be held personally liable for the malpractice of the other partners, which can have potentially disastrous consequences.
There are risks and challenges with a general partnership, but that doesn’t mean that you shouldn’t form one if it actually is the proper route for you. For the right business partners—and with the proper procedures—a general partnership offers exciting, unique opportunities.