How to Make a Business a Partnership When a Partner Lives in Another State

By Lee Roberts

Partnerships typically afford good opportunities for people to combine their ideas, skills and finances to generate a profit. Living in different states complicates the partnership process because state law controls the formation, organization and dissolution of partnerships. State boundaries are not an insurmountable barrier, but when you cross them to form a partnership, prudence dictates that you take certain steps, including consulting with a tax professional with expertise in multistate partnerships, to ensure success.

Choice of Law

You and your partner must decide which state’s laws will control your partnership. Partnership law across the United States is similar from state to state because these entities are typically a variation of the Uniform Partnership Act (UPA). Except for Louisiana, every state and the District of Columbia has adopted either the 1914 or the 1997 version of the UPA. In 1914, the goal was for all states to adopt the Act so that laws would be uniform; in 1997, the drafters took into account that there would be differences and linked the default governing law to the state where the partnership has its principal office or manages the bulk of its business.

Agreements

You do not need a formal written agreement to form a partnership. Under the UPA, two or more persons form a partnership when they carry on as co-owners of a business for profit. Partners create greater certainty among themselves by entering into a written agreement that sets forth the governing rules for the partnership. Courts will look to the relevant state law, as well as the partnership agreement, to resolve disputes. If the state law that the partners choose favors one partner more than the others, the partnership agreement gives them some leeway to create a more equitable environment.

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Types

General, limited and limited liability are the three basic partnership types. Limited and limited liability partnerships offer the greatest protections for multistate partners because they reduce the personal liabilities to which they would be subject due to acts of other partners. States require partnerships to register to become limited or limited liability partnerships. Registration includes having an office or agent in the state and providing public notice of your intent to limit your liability, among other requirements. Most states restrict limited liability partnerships to encompass only professional partnerships, such as lawyers, doctors and accountants.

Considerations

Operating across state lines often means that it is inconvenient for the partners to meet in person or to access partnership property. Partners should include in their written agreement, as part of their standard operating procedures, how they will communicate, including acceptable times and methods to contact one another. If one partner has physical control over partnership property, he should provide for a means to account for the property.

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The Advantages of a Dissolution of Partnership Agreement

A general partnership is an entity allowing two or more persons to jointly conduct business for profit. The laws of each state authorize partnerships and, together with the written agreement between the parties, govern their terms. Partnership laws vary, but most states derive their partnership laws from the Uniform Partnership Act. A dissolution agreement can afford partners many important advantages if done properly and under the right set of circumstances.

Importance of Partnership Agreement

A legal partnership is formed automatically whenever two or more parties -- either individuals or organizations -- agree to do business together and share profits and losses. Partnerships are governed by state law, and these laws vary somewhat from state to state. You don't need to register your partnership with the state government for partnership law to apply.

How to Set Up a Partnership in Tennessee

Like many other states, Tennessee does not require partnerships to officially register as a partnership. The agreement of two or more people to go into business together is sufficient to form a partnership, although having a written agreement in place is recommended. In Pennsylvania, the partnership may be required to file registration for a fictitious name. Under Tennessee state law, a general partnership has the option to voluntarily submit a Statement of Partnership authority with the Department of State, which must be filed by at least two partners. This statement describes which partners have the power to act on behalf of the partnership and gives other businesses greater confidence in the partnership.

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