Real Estate Attorney
We make sure there is a written agreement dealing with issues regarding management, income and expenses, duties, salary, termination of partnership, and similar issues. Better to have agreement you never refer to, than to have a dispute with no means of resolution.
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Assuming your question is about what a lawyer representing general and limited partnerships does, I agree with Attorney Fink. Probably the most important aspect of the lawyer's work is to assist in the partnership agreement so that the partners are clear about when new partners can be added, and how partners can leave (and be compensated).
Frank W. Chen is licensed to practice law in the State of California. The information presented here is general in nature and is not intended, nor should be construed, as legal advice. This posting does not create any attorney-client relationship with the author. For specific advice about your particular situation, consult your own attorney.
Although I work with various business organizations, including partnerships, I would not call myself a partnership lawyer. Most business and corporate lawyers like me work with corporations, LLC's, partnerships, and other organizations.
A lawyer either representing an existing partnership or helping to create one will draft a partnership agreement to reflect the partners' wishes. Unless he or she is a tax expert the lawyer will urge you to seek an accountant familiar with partnership accounting and tax returns. The attorney will also discuss with you the pros and cons of partnerships versus other forms of organization.
No one should launch any type of business without some consultation with a knowledgeable business lawyer. In the long run, legal consultation will save you money. If you are evaluating the possibility of a partnership, you should inquire whether the prospective lawyer has done partnership work.
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Disclaimer: The materials provided below are informational and should not be relied upon as legal advice.
When two or more people enter a business relationship with intention to share the profits, they are considered partners in the eyes of the law. Unless the partners enter a written agreement concerning each partner's tasks, how profits/losses will be shared, etc., the partnership will be governed by the default provisions in the Corporations Code and the tax statutes. It is highly recommended that parties enter a written partnership agreement so they may dictate their partnership terms. A transactional attorney can assist in drafting the partnership agreement, and can also assist in formation of more formalized partnership entities such as limited partnerships (LPs), limited liability partnerships (LLPs), etc. A litigation attorney who specializes in partnership disputes can assist partners when a partnership controversy occurs. Be sure to consult your own attorney to protect your legal rights.
Partnership law and partneship taxation are two connected issues that an attorney that advises in partnership law should know.In the current business environment, general and limited partnerships are are becoming rare because iiability attaches to the general partners.Currently partnerships are formed in LLC's because this business form limits liablity of the general and limited partners.
Partnership taxation is a very complicated area of the tax code under Subchapter K. An attorney practicing in this area should know the tax aspects and also the legal aspects of partnerships.
There are treatises written on partnerships which this response cannot encompass because partnerships have lots of rules and afford a great deal of flexibility.
Phillip M. Smith Jr.
Call: 855 IRSTAXBIZ
THESE COMMENTS ARE NOT LEGAL ADVICE. They are provided for informational purposes only. Actual legal advice can only be provided after consultation by an attorney licensed in your jurisdiction. The answer to question does not create an attorney-client relationship or otherwise require further consultation. Mr. Smith is licensed to practice law throughout the state of California with offices in Los Angeles County. He is authorized to handle IRS matters throughout the United States, and is also licensed to practice before the United States Tax Court. His phone number is 323-292-4116 or his email address is firstname.lastname@example.org.
I was sure you mean, what does a lawyer in a law partnership do. My reviewing my colleagues answers, I must be mistaken. A partnership lawyer does what every business lawyer does, but for partnerships. Some do transactional work, some do litigation, some do both. But they represent the partnership as an entity, and cannot represent one partner against another wtihout a conflict of interest.
The above is general legal and business analysis. It is not "legal advise" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.
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