Like a sole proprietorship, a general partnership is easy to form. No documents are necessary to be signed and no filings need to be filed with the state. A partnership requires at least two people to carry on a business for profit as owners. In a general partnership, the partners have no protection from personal liability for the debts of the partnership. Courts have held that an innocent and unknowing partner can be liable for the other partner’s fraudulent activities.
General partnerships may also arise when owners let the formation documents of another business entity lapse, cause an ineffective or incomplete merger, or make other mistakes in the process. When this occurs, it results in a “de facto partnership,” which is a general partnership; though, neither partner intended for it to be one. Choosing an experienced business lawyer can help you avoid this pitfall.