7 Key Points for Partnerships
Partnerships are one of the most common ways for two or more people to run a business together. They can be simple to form and offer flexibility, but they also come with important responsibilities. From agreements and taxes to contributions, self-employment rules, and how partnerships can change over time, here are seven key points every business owner should understand before starting or joining a partnership.
1. What a Partnership Is
- Formed when two or more people agree to carry on a business and share profits/losses.
- Can be formal (written agreement) or informal (oral agreement).
- Common types: general partnerships, limited partnerships (LP), and limited liability partnerships (LLP).
2. Partnership Agreement
- Outlines each partner’s rights, responsibilities, and share of profits/losses.
- Strongly recommended (though not required) to prevent disputes.
3. Taxes
- Partnerships themselves do not pay income tax.
- Instead, they file an informational return (Form 1065) and issue Schedule K-1 to each partner.
- Partners report their share of income, losses, deductions, and credits on their personal tax returns.
- This is called pass-through taxation.
4. Contributions and Distributions
- Partners may contribute cash, property, or services.
- Distributions to partners aren’t automatically taxable if they represent a return of invested capital, but earnings must be reported when allocated.
5. Self-Employment Tax
- General partners usually pay self-employment tax on their share of income (Social Security & Medicare).
- Limited partners typically do not, unless they receive guaranteed payments.
6. Losses
- Losses can offset other income, but limits apply (basis, at-risk, and passive activity rules).
7. Ending or Changing a Partnership
- Partnerships can end if a partner leaves, new partners join, or operations cease.
- Important to file final returns and notify the IRS.

Pros of a Partnership
- Easy to form, flexible structure.
- Pass-through taxation (no double tax like corporations).
- Shared responsibility and expertise.
Cons of a Partnership
- General partners have unlimited liability for business debts.
- Profits are taxable to partners even if not distributed.
- Disagreements between partners can cause problems without a clear agreement.
Takeaway for New Businesses
If you’re starting with one or more co-owners, a partnership can be a flexible way to operate and avoid double taxation. However, you should carefully draft a partnership agreement, understand your tax obligations, and weigh liability concerns. Consulting a tax advisor or attorney is highly recommended before forming a partnership.


