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


Steve Goldstein
Steve Goldstein
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Create a General Partnership in Virginia

Forming a general partnership in Virginia can be a great way to combine your skills, resources, and ideas to create a thriving business. In Virginia, also known as The Old Dominion, 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 Virginia. 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 Virginia.

What is General Partnership In Virginia

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 Virginia

To create a general partnership in Virginia, 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 Virginia

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 Virginia 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 Virginia 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 Virginia.
  • Trademarks
  • Limit of restricted words that need a license in Virginia

In Virginia, if you register your general partnership business with the Virginia 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 Virginia SOS.

In Virginia, 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 120 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 Virginia. 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 Virginia. In this way, all business partners will understand what this is about and how to proceed if the mentioned scenarios happen in Virginia.

Without a Partnership Agreement, your company will often be subject to the general partnership default laws of Virginia. The default laws in Virginia 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 Virginia

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 Virginia, or a general partnership, or something else.

The application of an EIN in Virginia 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 Virginia

Before your general partnership business operates in Virginia, 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 Virginia State Corporation Commission. In some states, you might need to obtain a Privilege License. Based on the business structure, you might need it. In Virginia, partnership businesses need to get to obtain a privilege license. You might even need more than one license in Virginia. Numerous general partnership licenses need to be filed and renewed regularly.

Step 5: Obtain Virginia Tax ID Number

In Virginia, to conduct a business, you must comply with the Virginia Department of Taxation. If you have a general partnership in Virginia, you must obtain the Virginia Tax ID number from Virginia Department of Taxation. 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 Virginia 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 Virginia

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 Virginia

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 Virginia

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

Advantages of General Partnership in Virginia

  • 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 Virginia, 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 Virginia 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 Virginia?
A general partnership in Virginia is a business structure in which two or more people agree to share the profits, losses and management of a business.
What laws govern general partnerships in Virginia?
The laws governing general partnerships in Virginia are set out in the Virginia Code, Part 2, Title 50, Chapter 5.
How do I form a general partnership in Virginia?
To form a general partnership in Virginia, you must file a certificate of partnership with the Virginia State Corporation Commission.
What are the advantages of forming a general partnership in Virginia?
The advantages of forming a general partnership in Virginia include the flexibility of the structure, limited liability for the partners, and the ability to pass profits and losses through to the individual partners.
Are there any restrictions on who can be a partner in a Virginia general partnership?
Yes, individuals under the age of 18 are not allowed to be partners in a Virginia general partnership.
Does a Virginia general partnership need to file a tax return?
Yes, a Virginia general partnership must file a tax return with the Internal Revenue Service each year.
Does a Virginia general partnership need to register with the state?
Yes, a Virginia general partnership must register with the Virginia State Corporation Commission.
What is the filing fee for a Virginia general partnership?
The filing fee for a Virginia general partnership is $50.
Are there any ongoing fees associated with a Virginia general partnership?
Yes, a Virginia general partnership must pay an annual registration fee of $50.
How does a Virginia general partnership dissolve?
A Virginia general partnership can be dissolved through the filing of a certificate of dissolution with the Virginia State Corporation Commission.
What is the statute of limitations for a Virginia general partnership?
The statute of limitations for a Virginia general partnership is three years.
Does a Virginia general partnership need to have a written agreement?
Yes, a Virginia general partnership must have a written agreement that outlines the rights and responsibilities of the partners.
What is the liability of a partner in a Virginia general partnership?
The liability of a partner in a Virginia general partnership is limited to their own personal assets.
Is a Virginia general partnership required to have a business bank account?
Yes, a Virginia general partnership is required to have a business bank account for the purpose of keeping business funds separate from personal funds.
Does a Virginia general partnership need to have an employer identification number?
Yes, a Virginia general partnership must have an employer identification number in order to file taxes.
Does a Virginia general partnership have to have a registered agent?
Yes, a Virginia general partnership must have a registered agent who is responsible for accepting legal documents on behalf of the partnership.
Does a Virginia general partnership need to have a business license?
Yes, a Virginia general partnership may need to obtain a business license from the county or city in which it is located.
Are there any special taxes for a Virginia general partnership?
Yes, a Virginia general partnership may be subject to a variety of taxes, such as sales tax and income tax.
Can a Virginia general partnership enter into contracts?
Yes, a Virginia general partnership can enter into contracts in its own name.
Does a Virginia general partnership need to keep records?
Yes, a Virginia general partnership must keep accurate and up-to-date records of its transactions.
Can a Virginia general partnership sue or be sued?
Yes, a Virginia general partnership can sue or be sued in its own right.
Can a Virginia general partnership issue stock?
No, a Virginia general partnership cannot issue stock.
Can a Virginia general partnership elect S-Corporation status?
No, a Virginia general partnership cannot elect S-Corporation status.
Can a Virginia general partnership raise capital?
Yes, a Virginia general partnership can raise capital by borrowing money or selling interest in the partnership.
Is a Virginia general partnership responsible for employee payroll taxes?
Yes, a Virginia general partnership is responsible for employee payroll taxes, including Social Security and Medicare taxes.
Is a Virginia general partnership subject to double taxation?
No, a Virginia general partnership is not subject to double taxation.
Does a Virginia general partnership need to have an insurance policy?
Yes, a Virginia general partnership may need to have an insurance policy to protect the partners from liability.
Can a Virginia general partnership hire employees?
Yes, a Virginia general partnership can hire employees, but it must comply with all state and federal employment laws.
Does a Virginia general partnership need to hold regular meetings?
Yes, a Virginia general partnership must hold regular meetings to discuss the business of the partnership.
Does a Virginia general partnership need a written operating agreement?
Yes, a Virginia general partnership must have a written operating agreement that outlines the rights and responsibilities of the partners.

Also Read

Why Create General Partnership Virginia is So Important

One of the key reasons why creating a general partnership in Virginia is so important is the shared responsibility and decision-making that comes with having a partner. By forming a partnership, individuals can pool their resources, skills, and expertise to effectively run a business. This ensures that no one person bears the full burden of starting and running a business, which can be overwhelming and risky when done alone.

In addition to sharing responsibilities, having a partner in a general partnership can also bring a different perspective and fresh ideas to the table. This collaborative environment allows for creative problem-solving and can lead to innovative strategies that one person alone may not have thought of. With shared decision-making, partners can trust each other to make sound choices for the benefit of the business, leading to a stronger and more sustainable operation.

Furthermore, creating a general partnership in Virginia can help mitigate some of the risks associated with starting a business. Partners can share financial responsibilities, which can provide a safety net in case of unforeseen expenses or financial setbacks. By spreading out the financial burden, partners can ensure that the business has a better chance of weathering tough times and continuing to grow and thrive in the long run.

Another important aspect of forming a general partnership in Virginia is the potential for tax benefits. Partnerships are considered “pass-through” entities, meaning that the profits and losses of the business are passed through to the partners to report on their individual tax returns. This can result in a lower overall tax liability for the partners, as they will only be taxed on their share of the profits, rather than the business as a whole being taxed at the corporate level.

Additionally, general partnerships in Virginia offer a level of flexibility that other business structures, such as corporations, do not. Partnerships have fewer formalities and regulations to adhere to, making them an attractive option for those looking for a simpler and more straightforward business model. This flexibility allows partners to customize their partnership agreement to suit their specific needs and goals, giving them more control over how the business is structured and operated.

Overall, creating a general partnership in Virginia is a crucial step for those looking to start a new business with a trusted partner. The shared responsibility, collaborative decision-making, risk mitigation, tax benefits, and flexibility that come with having a partnership in place can greatly increase the chances of success for entrepreneurs and small business owners. By working together with a partner, individuals can combine their skills and resources to build a strong and resilient business that has the potential to grow and prosper for years to come.

Conclusion

In conclusion, starting a general partnership in Virginia 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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