INCORPORATION OF A PARTNERSHIP in VS .NET

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424 INCORPORATION OF A PARTNERSHIP
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The editors wish to acknowledge the previous contribution to this chapter by George N Dietz, CPA, American Institute of Certi ed Public Accountants
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PARTNERSHIPS AND JOINT VENTURES (i) Financial Statement Reporting Issues (ii) Financial Statement Disclosure Issues (iii) Accounting Issues 427 NONPUBLIC INVESTMENT PARTNERSHIPS 428 JOINT VENTURES 23 24 25 25 (a) De nition (b) Accounting by Joint Ventures (c) Accounting for Investments in Joint Ventures (i) Financial Statement Presentation (ii) Combination of Methods (iii) Income Tax Issues (d) Current Developments 429 SOURCES AND SUGGESTED REFERENCES
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425 PARTNERSHIP REALIZATION AND LIQUIDATION (a) Basic Considerations (b) Liquidation by Single Cash Distribution (c) Liquidation by Installments (d) Capital Credits Only No Capital De ciency (i) Capital Credits Only Capital De ciency of One Partner (ii) Installment Distribution Plan 426 LIMITED PARTNERSHIPS (a) De nition (b) Differences between Limited Partnerships and General Partnerships (c) Formation of Limited Partnerships (d) Accounting and Financial Considerations
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421 NATURE AND ORGANIZATION OF PARTNERSHIP ENTITY
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(a) DEFINITION OF PARTNERSHIP The Uniform Partnership Act (UPA), which has been adopted by most of the states, de nes a partnership as an association of two or more persons who contribute money, property, or services to carry on as co-owners a business for pro t A partnership may be general or limited In the general partnership, each partner may be held personally responsible for all the rm s debts, whereas in the limited partnership, the liability of certain partners is limited to their respective contributions to the capital of the rm The limited partnership is composed of a general partner and limited partners with the latter playing no role in the management of the business Limited partnerships are discussed in Section 426 While partnerships remain popular as a form of business organization, they are not as commonly used as they once were The Tax Reform Act of 1986 has served to dampen the attractiveness of limited partnerships as tax shelters Similarly, new accounting standards that are more prone to require consolidation of investees have made the use of partnerships and joint venture for purposes such as research and development less advantageous At the same time, many law rms and public accounting rms that were organized as general partnerships are tending to organize themselves as professional corporations as a result of the favorable tax status that can ow from that structure, as well as the easing of state laws forbidding professional rms to incorporate (b) ADVANTAGES AND DISADVANTAGES OF A PARTNERSHIP Bogen states:
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The partnership form of organization is superior to the proprietorship because it permits several persons to combine their resources and abilities to conduct a business It is easier to form than a corporation, and retains a personal character making it more suitable in professional elds1
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Jules I Bogen, Advantages and Disadvantages of Partnership, Financial Handbook, Fourth Edition (Ronald Press, New York, 1968), p 5
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421 NATURE AND ORGANIZATION OF PARTNERSHIP ENTITY
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A distinct advantage of a partnership over a corporation is the close relationship between ownership and management This provides more exible administration, as well as more management talent with a personal interest in the problems and success of the business Historically, the three outstanding disadvantages of the partnership form of organization, as compared with corporate form, were recognized as (1) unlimited liability of the partners for business debts, (2) mutual agency power of each partner as it pertains to business actions, and (3) limited life of the partnerships However, the existence of a number of large partnerships, particularly in the elds of law, accountancy, and investment banking, indicates that to a great degree many of these disadvantages may be more apparent than real In addition, partnerships have devised a number of ways to overcome some of the drawbacks For example, since the partnership is subject to dissolution upon the death, bankruptcy, insanity, or retirement of a partner events that do not affect the continuity of a corporation long-term commitments for the business unit are dif cult to obtain Many partnership agreements overcome this drawback by providing for automatic continuation by the remaining partners subject to liquidation of the former partner s interest In a sense, these partnerships have an unlimited life Still, the unlimited liability condition, which creates the possibility of loss of personal assets on the part of each partner, is a retardant to many This is especially important when one considers that each party is assumed to be an agent for all partnership activities, with the power to bind other partners as a result of his or her actions Again, however, some partnerships have managed to overcome these dif culties, at least partially, by adopting variations of the partnership form of organizations Such variants include the following:
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Limited Liability Companies Limited liability companies (LLCs) are a relatively new form of business entity in the United States and have characteristics of both corporations and partnerships LLCs shield their owners (or members) from personal liability for certain of the entity s debts and obligations, in much the same manner as a corporation At the same time, a properly organized LLC can be treated as a partnership for federal income tax purposes, enabling it to enjoy the tax item pass-through and other bene ts of the standard partnership form Registered Limited Liability Partnerships Registered limited liability partnerships (LLPs), a distant relative of the LLC, are a type of general partnership that protects the partners personal assets if another of their partners is sued for malpractice However, the assets of the partnership itself remain at risk, as do the personal assets of the accused partner, and all partners still retain the standard joint-and-several liabilities of the partnership (eg, lease obligations and bank loans) Limited Partnerships The limited partnership form has proliferated in recent years as a vehicle for raising capital for a particular project or undertaking Limited partnerships are particularly common in the leasing and oil and gas industries Prior to the Tax Reform Act of 1986, the limited partnership form also served as the organizational structure for a number of tax shelters Limited partners risk losing their limited liability the more they participate in the management or control of the partnership s activities, thus reducing the attractiveness of the limited partnership structure for some potential partners See Section 426 for further discussion of limited partnerships Joint Ventures Partnerships are often encountered in the formation and operation of joint ventures In a typical corporate joint venture, two or more entities form a partnership to undertake a speci c business project, often for a speci c, agreed-upon period Each party s contributions to the venture may vary widely from case to case For example, one corporation may provide technology, personnel, or facilities while the other contributes only the cash or other operating capital required for the undertaking Alternatively, the venturers may jointly provide some or all of these elements In any event, the entities form an enterprise that will function as a partnership, even if that partnership has the legal status of a corporation See Section 428 for further discussion of joint ventures
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(c) TAX CONSIDERATIONS Even though a partnership is not considered a separate taxable entity for purposes of paying and determining federal income taxes, it is treated as such for purposes of making various elections and for selecting its accounting methods, taxable year, and method of depreciation
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