How to Create a General Partnership in Louisiana: A Beginner’s Guide


Steve Goldstein
Steve Goldstein
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Create a General Partnership in Louisiana

Forming a general partnership in Louisiana can be a great way to combine your skills, resources, and ideas to create a thriving business. In Louisiana, also known as The Pelican State, general partnerships are relatively easy to establish, making them an attractive option for entrepreneurs who want to keep things simple and cost-effective.

This article will guide you through the essential steps to start a general partnership in Louisiana. From understanding the legal requirements and drafting a partnership agreement to registering your partnership and obtaining necessary permits, we’ll provide you with the necessary tools and insights to help you launch your business venture. Whether you’re opening a boutique retail store or a cutting-edge tech startup, this comprehensive guide will help you navigate the process of starting a general partnership in Louisiana.

What is General Partnership In Louisiana

It is a business structure where two or more people come together to form a jointly owned business. In the general partnership business, the partners agree upon sharing assets, responsibilities, profits, and liabilities (legal & financial). In a general partnership, Partners consent to carry potentially unlimited liability personally. Liabilities are not restricted as they would be, for example, in a limited liability partnership (LLP) or a limited liability company (LLC) structure. Unlike the LLCs, a partner, in this case, can be legally sued for any business debts, and a possibility of seizure of personal assets can occur.

Before you start setting up your general partnership, it is advised that you consult a legal person. They will know what is best for you and your business. You can always form an LLC instead of a general partnership to protect your personal assets from business debts.

LLCBuddy Editorial Team

How to Create a General Partnership in Louisiana

To create a general partnership in Louisiana, you must follow the guidelines below: forming a business name, making a partnership agreement, requesting an EIN, getting a license and permit, getting a state-based tax ID, and opening a bank account.

Step 1: Choose a Business Name in Louisiana

Naming your business is one of the most crucial activities during the startup phase. Your general partnership name is the foundation for your brand in Louisiana and is what clients use to connect you to the products or services you offer. Legal procedures should be taken into account when choosing your partnership name. Choose a business name that will enable you to develop a strong brand identity without being hampered by irrelevant factors.

If you want to set up an LLC, there is a complete guide on Louisiana LLC name guidelines for a proper business name. Here are some guidelines you must follow while naming your general partnership-

  • Name availability: The name should be available, and no other entity should have the same name in Louisiana.
  • Trademarks
  • Limit of restricted words that need a license in Louisiana

In Louisiana, if you register your general partnership business with the Louisiana Secretary of State, then the name you choose will be the company’s official name. On the contrary, unregistered general partnership businesses use the last name of all of their partners by default. For instance, if Selena Gomez and Hailey Beiber enter business together, the partnership name is “Gomez & Bieber” by default if unregistered. However, if you would like to form a business name under something more appropriate, such as “EJI Design and Build,” then you’ll need to file a “Doing Business As (DBA)” name with Louisiana SOS.

In Louisiana, if you do not wish to file your general partnership business right away but want to hold the name that you have decided on, then you can reserve your business name for 60 days. You must file a name reservation application with the SOS to keep the name.

Step 2: Make a Partnership Agreement

After you have chosen a business name for your general partnership, the next step would be making a partnership agreement in Louisiana. A partnership agreement is a legal contract that specifies how a for-profit company would operate when run by two or more people.

The partnership agreement specifies each partner’s roles within the company, their ownership stakes, and their share of profits and losses. Additionally, it discusses business management guidelines and potential contingencies that may arise, such as a partner’s passing or a partner’s decision to leave the partnership. A partnership agreement should include the following:

  • Name of Partners
  • The principal address of the partnership
  • Purpose of the partnership
  • Terms of the partnership
  • Partnership start date and end date (if not for infinite time)
  • Partnership dissolution terms (for finite partnership)
  • Capital contribution of partners
  • Share of Interest of Partners
  • Profit distribution of partners (equal distribution by default, if not specifies any special condition)
  • Salary distribution (if applicable)
  • Partnership Management Terms
  • Terms of Partnership Sale

These key factors must be considered when forming or creating a partnership agreement in Louisiana. In this way, all business partners will understand what this is about and how to proceed if the mentioned scenarios happen in Louisiana.

Without a Partnership Agreement, your company will often be subject to the general partnership default laws of Louisiana. The default laws in Louisiana might not be appropriate for your requirements. Hence, it is important to have a transparent agreement while forming a partnership.

Step 3: Request an EIN in Louisiana

After documenting the partnership agreement, you should get or request an Employer Identification Number (EIN). An EIN will serve as the tax ID for your general partnership. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website. Getting EIN is necessary whether you are opening an LLC in Louisiana, or a general partnership, or something else.

The application of an EIN in Louisiana can be through the following:

  • Apply Online- You can apply for EIN online, which is the most desirable and fastest method for users.
  • Apply by Fax- Another method of obtaining EIN is to fax Form SS-4 (PDF) after entering all the correct information to (855) 641-6935.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is 4 weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

After you have your EIN number, you can benefit in several ways. It will provide your general partnership with the final advantage necessary to operate fully without encountering legal or judicial issues. For more details about EIN for your business, you may check why you need EIN.

Step 4: License and Permit for General Partnership in Louisiana

Before your general partnership business operates in Louisiana, you must have a business license first. A business license is a document issued by a government agency that permits you to operate your business in the geographic region that that agency governs.

To legally operate your partnership, you must apply for a business license to Louisiana Secretary of State. In some states, you might need to obtain a Privilege License. Based on the business structure, you might need it. In Louisiana, partnership businesses do not need to get to obtain a privilege license. You might even need more than one license in Louisiana. Numerous general partnership licenses need to be filed and renewed regularly.

Step 5: Obtain Louisiana Tax ID Number

In Louisiana, to conduct a business, you must comply with the Louisiana Department of Revenue. If you have a general partnership in Louisiana, you must obtain the Louisiana Tax ID number from Louisiana Department of Revenue. Your partnership business must pay state taxes (if applicable).

Step 6: Open a Bank Account

Once you have filed and received your general partnership license, you should now open a bank account since you will use this account for yourself, your clients, and your employees.

Your business dealings in Louisiana might be simpler with a US business bank account because it boosts your company’s legitimacy and liquidity. Most banks demand an EIN for creating a business bank account for firms other than sole proprietorships. Also, keeping separate finances helps you avoid combining personal and professional finances.

Example of General Partnership in Louisiana

Individuals looking to collaborate and numerous kinds of service providers have chosen general partnerships as their preferred business entity. That’s frequently because of its simple design, low price, and simplicity of setup. Some general partnership examples include:

  • Providing professional services (architectural firms, medical clinics, etc.)
  • Selling goods at retail
  • Opening a restaurant
  • Business Consulting

General partnerships are also formed by partners who are spouses or other family members who want to operate a business together.

Important Information

Maintaining Business License in Louisiana

Now that you have established your general partnership, you must maintain or renew your business license every now and then. Make time to check the status of your licenses at least once per year. Then, you can keep from missing anything significant. If there are any issues, you can address them.

Paying your Taxes in Louisiana

Even if you have established your general partnership in Louisiana, pay your taxes and keep everything up to date so you won’t pay any penalty. Louisiana tax information will help you with what to pay before or during the operation of your professional corporation. You must check with Louisiana Department of Revenue for more details.

Advantages of General Partnership in Louisiana

  • Foundation only requires two people: Forming a general partnership doesn’t need many people to operate. You can form a general partnership with a partner in mind and a business plan. It can be a group of friends or colleagues, a family member, or a spouse and wife partnership.
  • Equal Rights: Everyone is granted equal rights when a business is founded using a general partnership; each partner is free to express their ideas and choose what is best for the company’s success.
  • Management Option: One of the advantages of joining a general partnership is the opportunity to select the finest management options for the company. For this reason, large partnerships should draft an agreement describing each partner’s responsibilities inside the business. As a result, each partner’s leadership abilities are enhanced.
  • Flexibility: General Partnership is the basic form of a business structure since it can be converted into any business entity, such as LLC. If you have flexibility in applying for an LLC in Louisiana, you will have default rules set by law, and you need to have an operating agreement for this.
  • Pass-through taxation: The pass-through tax structure will make the general partnership business not pay twice the tax. Due to this structure, most start-ups and entrepreneurs in Louisiana apply for a GP or LLC. And one of the main advantages of a general partnership is that partners don’t have to pay for the losses collectively.

FAQs

What is a General Partnership in Louisiana?
A general partnership in Louisiana is a business structure in which two or more people agree to share the profits, losses, and management of a business.
What are the benefits of creating a General Partnership in Louisiana?
A general partnership in Louisiana provides owners with flexibility in how they manage their business, allows them to benefit from their partner’s resources, and provides tax advantages.
What are the requirements to form a General Partnership in Louisiana?
To form a general partnership in Louisiana, you must register your business with the Secretary of State, create a partnership agreement, and obtain any necessary licenses or permits.
How is a General Partnership in Louisiana taxed?
General partnerships in Louisiana are generally taxed at the individual partner level rather than at the entity level. Each partner must report their share of the partnership’s income, deductions, and credits on their individual tax returns.
Who is liable for debts and obligations in a General Partnership in Louisiana?
All partners in a general partnership in Louisiana are jointly and severally liable for business debts and obligations. This means that each partner is liable for the actions of the other partners and can be held personally responsible for any losses.
What happens if a partner dies in a General Partnership in Louisiana?
If a partner dies in a general partnership in Louisiana, their share of the business assets, liabilities, and profits passes to their estate. The remaining partners will need to decide how to manage the deceased partner’s share of the business.
Are there restrictions on who can form a General Partnership in Louisiana?
Generally, any two or more people can form a general partnership in Louisiana, provided they are of legal age and have the legal capacity to enter into a contract. Certain businesses, such as professional practices, may have additional restrictions on who can form a partnership.
How is a General Partnership in Louisiana different from a Limited Partnership?
In a limited partnership, there are both general and limited partners who have different levels of liability and management rights. In a general partnership, all partners are equal and have the same rights and responsibilities.
What is the legal status of a General Partnership in Louisiana?
A general partnership in Louisiana is a separate legal entity from its owners, meaning that it is legally responsible for its own debts and obligations. This also means that partners can be held personally liable for the actions of the partnership.
Do General Partnerships in Louisiana need to file taxes?
Yes, general partnerships in Louisiana must file an annual tax return with the state. Each partner must also report their share of the partnership income, deductions, and credits on their individual tax return.
What documents do I need to form a General Partnership in Louisiana?
To form a general partnership in Louisiana, you must register your business with the Secretary of State and create a partnership agreement. You may also need to obtain licenses and permits, depending on the type of business you are running.
What are the costs associated with forming a General Partnership in Louisiana?
The costs associated with forming a general partnership in Louisiana include the filing fee for registering your business with the Secretary of State, the cost of creating a partnership agreement, and any applicable license or permit fees.
How do I register a General Partnership in Louisiana?
To register a general partnership in Louisiana, you must file an application with the Secretary of State. This application will require you to provide information about the business, such as the names of the partners and the business address.
What happens if the partnership agreement is breached in a General Partnership in Louisiana?
If the partnership agreement is breached in a general partnership in Louisiana, the other partners may seek damages from the breaching partner. In some cases, they may even be able to dissolve the partnership and seek compensation from the breaching partner.
What are the legal implications of dissolving a General Partnership in Louisiana?
When a general partnership in Louisiana is dissolved, the partners must settle all outstanding debts and transfer any remaining assets to the appropriate individuals or entities. The partners may also be liable for any taxes that were due before the dissolution.
Can a General Partnership in Louisiana be converted to a corporation?
Yes, a general partnership in Louisiana can be converted to a corporation. This process involves filing a Certificate of Conversion with the Secretary of State and transferring the partnership assets and liabilities to the new corporation.
Are there any special taxes associated with a General Partnership in Louisiana?
Generally, no. A general partnership in Louisiana is not subject to any special taxes, but the partners may be responsible for certain taxes, such as self-employment taxes and income taxes.
How can I protect my personal assets in a General Partnership in Louisiana?
One way to protect your personal assets in a general partnership in Louisiana is to create a limited liability partnership (LLP). This type of partnership shields the personal assets of the partners from any liabilities or debts incurred by the business.
Can a General Partnership in Louisiana sue or be sued?
Yes, a general partnership in Louisiana can sue or be sued. However, the partners are not personally liable for any debts or obligations incurred by the partnership, and any judgment must be paid from the business’s assets.
How are profits and losses divided in a General Partnership in Louisiana?
Profits and losses in a general partnership in Louisiana are typically divided according to the partnership agreement. However, if there is no written agreement, profits and losses will be divided equally among the partners.
Does a General Partnership in Louisiana need to keep records?
Yes, a general partnership in Louisiana must keep accurate records of its financial transactions and activities. These records should include income and expenses, assets and liabilities, and any agreements entered into by the partnership.
Can a partner in a General Partnership in Louisiana be held liable for the actions of another partner?
Yes, in a general partnership in Louisiana, all partners are jointly and severally liable for the actions of the other partners. They may be held liable for any debts or obligations incurred by the partnership or for any losses caused by the other partner’s negligence.
Who makes the decisions in a General Partnership in Louisiana?
In a general partnership in Louisiana, all partners have equal rights and responsibilities. This means that all partners must agree on business decisions and can be held equally responsible for any losses or debts incurred by the business.
What is the duration of a General Partnership in Louisiana?
The duration of a general partnership in Louisiana is determined by the partnership agreement. In the absence of an agreement, the partnership will continue until it is dissolved by mutual agreement or by court order.
What is the termination process for a General Partnership in Louisiana?
The termination process for a general partnership in Louisiana varies depending on the circumstances. Generally, the partners must settle all outstanding debts, divide any remaining assets, and file the appropriate paperwork with the Secretary of State.
Are there any special laws pertaining to a General Partnership in Louisiana?
Yes, Louisiana has certain laws that pertain to general partnerships. These laws include the Louisiana Revised Uniform Partnership Act, which outlines the rules and regulations governing general partnerships in the state.
What are the benefits of forming a General Partnership in Louisiana?
Forming a General Partnership in Louisiana offers several benefits, such as flexibility, ease of setup and low cost. Partners also have the freedom to make decisions independently and the ability to share in the business’s profits.
Who is responsible for the debts of a General Partnership in Louisiana?
The partners of a General Partnership in Louisiana are jointly and severally liable for the debts of the business. This means that each partner is responsible for the full amount of the debt, and creditors can pursue any of the partners for repayment.
Is it necessary to register a General Partnership in Louisiana?
Generally, it is not necessary to register a General Partnership in Louisiana. However, registering with the Louisiana Secretary of State will give the partnership certain legal protections and provide the partners with evidence of their legal status.
How do you dissolve a General Partnership in Louisiana?
Dissolving a General Partnership in Louisiana requires the written agreement of all partners. The agreement should include details such as division of assets and liabilities, notification of creditors and any other details that need to be addressed.
What are the tax implications of a General Partnership in Louisiana?
A General Partnership in Louisiana is not a separate legal entity for tax purposes, so the partners file their individual tax returns and report their share of the business’s income or loss. Each partner is also responsible for paying their own taxes on the income.
Is it possible to set up a General Partnership in Louisiana without a written agreement?
It is not advisable to set up a General Partnership in Louisiana without a written agreement. A written agreement should detail the rights and responsibilities of each partner and provide clear guidelines for how the partnership will be managed.
Is it possible to form a General Partnership with a non-resident of Louisiana?
Yes, it is possible to form a General Partnership in Louisiana with a non-resident. However, the non-resident partner will need to obtain a Louisiana business license and comply with any other applicable laws.
What are the ongoing filing requirements for a General Partnership in Louisiana?
There are no ongoing filing requirements for a General Partnership in Louisiana. However, it is important to keep accurate financial records and maintain compliance with applicable laws.

Also Read

Why Create General Partnership Louisiana is So Important

First and foremost, a general partnership allows individuals to pool their resources and expertise to create a thriving business. By joining forces with like-minded individuals, partners can leverage their individual strengths and collective skills to tackle challenges and capitalize on opportunities. This collaborative approach is especially important in today’s fast-paced business environment, where innovation and adaptability are key to success.

Moreover, creating a general partnership in Louisiana provides partners with a high degree of flexibility and autonomy. Unlike other business structures, such as corporations, general partnerships do not have stringent governance requirements or complicated reporting procedures. This allows partners to focus on running their business and making strategic decisions without being bogged down by excessive red tape.

Furthermore, general partnerships are cost-effective to establish and maintain. By sharing the expenses associated with starting and operating a business, partners can reduce their financial burden and allocate resources more efficiently. This can be especially beneficial for small businesses and startups, which often operate on tight budgets and limited resources.

Importantly, a general partnership in Louisiana also allows partners to share profits and losses equitably. This ensures that all partners have a vested interest in the success of the business and are motivated to work together towards a common goal. By aligning their interests and incentives, partners can foster a culture of collaboration and teamwork that drives the growth and profitability of the business.

Additionally, creating a general partnership in Louisiana can provide partners with valuable legal protections and safeguards. Partners are generally not personally liable for the debts and obligations of the business, which can shield their personal assets from potential risks and liabilities. This can give partners peace of mind and confidence to take calculated risks and pursue growth opportunities without fear of financial ruin.

In conclusion, creating a general partnership in Louisiana is a strategic and advantageous move for businesses looking to thrive and succeed in a competitive marketplace. By leveraging the collective strengths and resources of partners, harnessing the flexibility and autonomy of the business structure, and sharing profits and losses equitably, general partnerships offer a unique set of benefits that can propel businesses towards success. When considering the various business structures available, partners in Louisiana would be wise to explore the advantages of creating a general partnership and harnessing the power of collaboration and teamwork to achieve their business goals.

Conclusion

In conclusion, starting a general partnership in Louisiana may effectively combine resources, expertise, and creativity to achieve your mutual business goals. By understanding the legal requirements, drafting a thorough partnership agreement, and registering your partnership, you’ll be well on your way to a successful collaboration. As you embark on this exciting journey, remember to maintain open communication and stay committed to the shared vision that inspired your partnership in the first place.

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