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CH 3]                                 Business 101                                     3-7



            it to resellers in the United States. Joint ventures are often  used in real estate
            investments. This type of partnership is often used in international business ventures.

               Advantages of  Partnerships.  Partnerships are easy to  form, offer broader
            management skills, expanded financial resources and tax advantages. It is relatively
            easy to establish a  partnership.  As with sole proprietorships, the legal requirements
            usually involve filing a fictitious business name statement and acquiring any and all
            necessary municipal licenses. Limited partnerships must also comply with state
            legislation based on  the  Uniform Limited Partnership Act, which  define the
            requirements for this type of business organization.
               Partnership agreement. A partnership may be formed on a handshake or be based
            on a childhood  friendship. However, it is best to establish written articles of
            partnership specifying the  details of the partners' agreement. This clarifies the
            relationship within the  firm and protects the original  agreement upon  which the
            partnership is based. Even though partnerships are formed, and survive, on the basis of
            mutual trust, it is best to have a written agreement.                                             3
               Broader management  base. A common reason for setting up a partnership is to
            take advantage of complementary  managerial skills. People involved in sole
            proprietorships have their strengths and weaknesses. By reorganizing the firms in a
            partnership, each is in a position to take advantage of the  other’s  strength. For
            example, a general partnership might be formed by an accountant, an architect, and a
            real estate broker  who plan to  develop  real estate and sell  homes. If additional
            managerial and supervisory  talent is needed, it may be easier to attract people as
            partners than as employees.
               Expanded financial resources.  Partnerships  offer an expanded financial base
            through the money invested by each of the partners. This is an expanded source of risk
            capital and because each  partner is contributing to  a larger  pool of money.
            Partnerships, also, usually have greater access  to  borrowed funds than  do sole
            proprietorships. Because each general partner is subject to unlimited financial liability,
            financial institutions are often more willing to advance loans to partnerships.

               Disadvantages of Partnerships. As  with other  forms of business  ownership,
            partnerships have their disadvantages, including being able to find suitable partners,
            unlimited financial liability for  general  partners, lack of continuity, and  divided
            authority. Each general partner is  responsible for the  debts of the  firm, and each
            individual is legally liable for the actions of the other general partner(s).
               Suitable partners. Finding  suitable partners for a business is not the same as
            finding teammates for a baseball team. The hours are  different, the commitment is
            different and  each individuals’ strengths is different.  Personnel and  personality
            conflicts occur, even in partnerships. All partnerships, from law firms to rock-and-roll
            bands, face the problem of personal and business disagreements among its participants
            on a wide range of areas that include: who does what, where responsibilities begin and
            end and what products to produce or market. In some cases, if these conflicts cannot
            be resolved, it is sometimes best to dissolve the partnership.
               Unlimited liability. As with sole proprietorships, general partners have unlimited
            liability and may be required to pay the balance of debt owed by a partnership when
            the assets of the partnership business are not sufficient for the debts. This liability is
            shared equally and  unequally, that is if even  one partner contributed less than any
            other partner, that partner may be liable for repayment that exceeds his apportioned
            financial contribution to the partnership. Even if there is only one partner that has any
            personal wealth, that partner may be required to pay the entirety of the partnership
            debt.
               In a limited partnership, limited partners are protected from this pass-through debt
            liability. As long as a limited partner plays no active management role in the business
            activities, the limited partner’s risk is only the amount of capital that he invested in to
            the partnership. Thus, a limited partner enjoys limited liability.
               Continuity. Partnerships suffer the  same issues regarding Continuity  as a sole
            proprietorship. If one general partner dies, the general partnership is dissolved. For its
            business activities to continue, a new partnership needs to be formed. For practical
            purposes, on the death of a partner, the business doors close and re-open as quickly as
            you have read this sentence. The reason is that no one wants a profitable business to

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