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 New York 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 New York.
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 New York 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 New York, 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.
In New York, general partnerships are allowed to use a DBA, but the state refers to them as assumed names. Registration is required, but before you jump into the registration process, you need to ensure that your name is available for use. To do so, you need to run a Business Entity Search. Simply type in the name you’re hoping to use; if no exact matches pop up, then it’s probably available. If a match does appear, it means that another entity has already claimed that name. You’ll have to pick something else.
Once you’ve determined that your name is available, you can register it with a Certificate of Assumed Name (note that this is the form used by corporations, LLCs, etc; we’ve included it here for reference). General partnerships will not register with the Division of Corporations, though. Instead, you’ll register with your local county clerk. If you operate in more than one location, you’ll need to register in each. Typically, there is a fee around $25 per county.
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.
New York State is known for relatively high taxes across the board, income taxes included. New York’s general partnerships will pay income taxes at an individual rate. Currently, New York’s rates range between 4% and 8.82% depending on your income. Technically speaking, your partnership will not pay any income taxes, but that doesn’t mean that your business does not have to file any forms.
In New York, every general partnership is required to file a Partnership Return. In most cases, you will not incur additional taxes, but you may need to pay a filing fee. You can read more about filing fees and partnerships in general here.
Businesses involved in retail sales are also expected to collect and pay the state sales tax. Currently, New York has a state rate of 4%, but local municipalities can add on additional charges for a rate as high as 8.875%. You can find local tax rates and additional information about sales taxes here.
Last but not least, you may need to keep tabs on some industry-specific taxes. For example, New York has unique taxes for alcohol, medical marijuana, waste tire management, and more. For more information about these and other tax types, check out the Department of Taxation and Finance.
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.
In New York, there is no general business license that every entity in the state needs to obtain. The bulk of the state’s licensing requirements come on the industry level instead. For starters, New York 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.
Beyond that, New York regulates plenty of occupations on the state level. For example, licenses are required for real estate appraisers, milk dealers, pet dealers, and more. Unfortunately, you will need to do some research to learn which requirements apply to your unique business. If you’re ready to search for licenses, the New York State Licensing page is a good place to start.
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 New York. 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). New York has a pretty high tax burden across the board, but it’s still (usually) lower than corporate rates. 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.
Conclusion
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.