Each Partner's Legal Responsibilities in a Partnership
UPDATED: February 8, 2020
It’s all about you. We want to help you make the right legal decisions.
We strive to help you make confident law decisions. Finding trusted and reliable legal advice should be easy. This doesn't influence our content. Our opinions are our own.
When groups of individuals join together in business partnerships, each member of the partnership becomes bound by basic legal duties. A business partner’s legal responsibilities to the other members of the partnership can also depend on the type of partnership in question. Limited liability partnerships (LLP) and limited partnerships (LP) offer different legal responsibilities to individual partners than general business partnerships.
Drafting a partnership agreement ahead of time can clarify the basics of business management and legally bind all contributing partners to specific duties. Researching the liabilities involved in different business partnerships can help you understand your potential legal risks and obligations as you enter the business relationship. Acting responsibly will help to avoid lawsuits against the partnership, which benefit all parties involved.
Legal Responsibilities for All Members
In every partnership, there are legal business responsibilities that apply to all partners. All partners are responsible for keeping the business records straight, keeping finances in order, and paying the business taxes. Further, if the management roles of the individual partners have been set out ahead of time in a partnership agreement, individual members accept a legal duty to fulfill these roles. All partners also bear a legal duty to make sure the profits are distributed in the manner agreed on, as well as any other matter listed in the partnership agreement.
Generally, the partners will almost always be jointly liable for the actions of the other partners in the business setting. This means that if the managing partner decides not to follow through with a contract he or she entered into, all partners may be subject to a lawsuit against the business. However, this legal responsibility varies among the states and the type of business partnerships in question.
In many states, the partners of an LLP are not liable for negligence or contract actions for more than their investment is worth in the business. The same is true for the limited partners of an LP. However, the general partners in a LP can be held personally liable for all judgments. Further, even in states that allow limited liability to the limited partners of an LP, the partners face some restrictions to this rule. Generally, if the limited partner “takes control” of the business, their limited liability may disappear.
Responsibilities within General Business Partnerships
In general business partnerships, all partners have equal legal liability, which means that they are all personally liable for court judgments against the partnership. Further, many states hold the partners in a general partnership jointly and severally liable. This means that each partner is liable not only for their own actions, but the actions of the other partners. For example, if partner X rear-ends another vehicle while making a delivery for the business, he will be personally liable, and so will the other partners. Further, if partner X does not have the money to pay the judgment, and partner Y does, then partner Y must pay for X’s actions.
Before you enter into any business partnerships, you may want to research the legal responsibilities and liabilities for the particular type of partnership in question, and the state in which it lies. A business attorney can also be a useful asset as you decide which partnership is right for your needs.