Partnership Agreement FAQ - Ireland

Partnership Agreement FAQ - IrelandPartnership Agreement FAQ - IrelandWhat is a lebenslebenslebenslebensgefhrteship?What is a partnership?A partnership is a form of business organisation in which two or more individuals manage and operate the business with a view to making a profit. Each partner shares a fixed proportion of the partnership profits and losses. Depending on the type of partnership, each partner may be personally liable for the debt and obligations of the company. One benefit of a partnership is that partnership income is only taxed once. Partnership income flows through to the individual partners who will be taxed on their partnership income. This contrasts with a company where income is taxed at two levels. Corporate income is taxed twice first as a corporate entity and also at the shareholder level where shareholders are taxed on any dividends received.What is the difference between a partnership and a joint venture?Partnership is one of the structures a joint ventu re may take but it is by no means the only one. A joint venture is usually limited in scope to a single project or is limited in duration to a specific time frame. In addition, although the members of a joint venture will share the burden of costs in the venture, profits will be managed by each member. For example two related companies may work together in a joint venture to research and develop a specific product but once the product is complete each member will take the resulting product to their respective marketplace to be marketed and sold for the exclusive profit of that individual member. This differs from a typical partnership which lasts indefinitely and where profits are shared. A joint venture may be structured as a special purpose limited liability company or as a contractual arrangement but it may also be structured as a partnership (typically of the fixed term variety). One of the considerations in the choice of structure would be tax planning.How are partnerships crea ted?How are partnerships created?Partnership is the default business relationship if two individuals or business entities decide to work together for profit. Partnerships can be created by contract but can also be held to exist by a Court in the absence of a formal agreement to that effect. In that event the provisions of the Partnership Act 1890 apply to the partnership. As those provisions may elend be as the partners intended it is very important that all the relevant terms of the partnership be expressly included in the written agreement.How does a partnership end?The parties can expressly agree that a partnership will end at a specified date, or upon completion of certain tasks. In some jurisdictions a partnership may end on the death or bankruptcy of a partner unless the partnership agreement expressly states otherwise. Absent an agreement, partners can make a written submission to the other partners to have themselves withdrawn from the partnership. A partnership agreement should protect the partnership and remaining partners from the withdrawal of an essential partner. If the voluntary withdrawal of a partner offends a term of the partnership agreement then the withdrawing partner may be liable for any damages suffered by the partnership or remaining partners.Where do I register my General Partnership Agreement?You do not need to register your general partnership agreement. The general partnership agreement is simply an agreement between the partners. Limited liability companies must register with the CRO. Limited partnerships under the Limited Partnership Act 1907 must also register to avail of limited liability for the limited partners. By contrast the partners in a general partnership have unlimited liability for the debts and obligations of the partnership.What are the different types of partnership?What are the different types of partnership?Partnerships can be either general partnerships, or limited partnerships. Limited partnerships consist of one or more general partners and one or more limited partners. A general partner actively manages the business and may contribute capital to the partnership. A limited partner will contribute capital to the partnership but will have no active role in running the business. A general partnership consists only of general partners who all have unlimited liability for the debts and obligations of the partnership. Our partnership agreement is intended for a general partnership and is not suitable for use by a limited partnership.What is a general partner?A general partner contributes money to the partnership, likely has a say in the day-to-day operations of the partnership, and has unlimited liability for the debts and obligations of the business. A limited partnership must have at least one general partner who will have unlimited liability for the debts and obligations of the partnership. All partners in a general partnership are general partners and all have unlimited liability.W hat is a limited partnership?Limited partnerships consist of one or more general partners and one or more limited partners. A general partner actively manages the business and may contribute capital to the partnership. A general partner has unlimited liability for the debts and obligations of the business. A limited partner will contribute capital to the partnership but will have no active role in running the business. The liability of a limited partner is limited to the amount of capital they contributed to the partnership. Our partnership agreement is intended for a general partnership and is not suitable for use by a limited partnership.What is a limited partner?A limited partner only contributes money to a limited partnership. They do not have any control of the day-to-day operation of the partnership. Their liability is limited to the amount of capital they contributed to the partnership. A limited partner that participates in management of the partnership may be exposed to the same liability as a general partner. A limited partner will have the right to participate in any decisions that affect their partnership interest such as amending the partnership agreement or admitting a new partner unless ansicht rights are restricted by the partnership agreement. Their liability is limited to the amount of capital they contributed to the partnership. A general partnership will not have any limited partners.What is a managing partner?A partnership may have a managing partner who is responsible for managing the business. The managing partner will make all the day-to-day decisions of the partnership. The managing partner will have unlimited liability for the debts and obligations of the company. All partners in a general partnership will have the right to participate in the management and control of the partnership unless the management obligations are delegated to one or more managing partners in the partnership agreement.What is a partnership at will?A p artnership at will is intended to continue for no fixed period of time at the pleasure of the partners. It may be dissolved by any partner without notice or with notice as expressly stated in the partnership agreement.Duties and obligations of a partnerWhat are the legal consequences of being in a general partnership?First please note that these consequences only apply to a general partnership where all partners are equal.The first major consequence of being in a partnership is joint and several liability for all debts of the partnership. This means that all partners are equally and personally liable for the debts from the business. In addition, if one partner is unable to pay their portion of a partnership debt the remaining partners will be liable for the unresolved debt.Another legal consequence of a partnership is that all partners are agents of the partnership and may bind the partnership and thus their partners to outside parties. This is because all partners are agents of t he partnership. This agency means that you will be responsible for all contracts created by your partners in the name of the partnership for activities normally carried out by the partnership. For example, a partner can bind you to a contract with a supplier but cannot bind the partnership for a family trip to Disneyland unless the other partners expressly authorised the expense for the Disneyland trip.A further legal consequence for partners, as with all types of businesses, is that partners can be held liable for the actions of their employees.Another consequence for partners deals with the taxation of a partnership. The partnership itself does not pay any taxes, though it may have to report its profits to the appropriate tax collection agency. The taxes are paid by the partners individually at their personal rate of taxation. This flow-through taxation also means that any partnership losses may be deducted from the individual partners other sources of income.What sort of duties and obligations do I have with my partners?Partners owe each other, and the partnership, a fiduciary duty. You cannot compete with the partnership by having a similar business in the same geographical area, and you cannot take opportunities for yourself that the partnership may want to pursue, and you cannot act either willfully or recklessly in a manner that will harm the partnership.What other factors do I need to consider before entering into a partnership agreement?While there are many other factors that need to be considered, such as the trustworthiness of your partners, the single most important factor to consider is the future growth of the business. Partnerships are ideal for lifestyle businesses, and businesses with steady, progressive growth. However, if you have a great idea that has significant risk and if you want to limit your risk, then you may want to consider incorporating your business.How can I limit the authority of my partners to sign contracts that bind the partnership?If you give notice to outside parties that the partner has no authority to make the contracts or perform any other actions that may bind the partnership then the partnership will not be bound by those actions. In a general partnership, limiting the authority of a partner to enter contracts on behalf of the partnership does not affect their standing as a general partner nor their joint and several liability for the debts and obligations of the partnership.MiscellaneousCan a partner transfer their interest in the partnership?Yes, a partner can transfer their interest in the partnership, if the partnership agreement does not restrict the transfer. If a partner incurs debts or becomes bankrupt then a third party may have a claim against the partners interest in the partnership. However, depending on the terms of the partnership agreement, the recipient of a transferred interest may not be given any power to vote or to participate in decision-making. The rights and obligat ions of a recipient of a partnership interest may be limited to the profits and losses of the partnership. This is to ensure that the remaining partners are not affected by the extravagance or incompatible notions of a new partner who welches not a participant in the original partnership agreement.Can a partnership own assets like a company does?Yes, assets can be acquired by the partnership. This is done either by a partner transferring property to the partnership, or the partnership using its profits and other assets to acquire more property. Property acquired by the partnership is held in the name of the partnership but is not property of the partners individually. If property is held in the name of a partner it may not be partnership property even if it is used by the partnership.Why should I use mediation or arbitration instead of going to court?Mediation and arbitration are oben liegend processes when there is a long term relationship involved and the survival of the partn ership is desirable. They focus on creating a mutually agreeable solution to a problem instead of the adversarial approach experienced in a courtroom confrontation. In addition to this, the process can be less expensive, and more expedient and efficient than the court process.What is the difference between mediation and arbitration?Mediation is a method of dispute resolution where the parties resolve disputes with the help of a neutral third party (mediator). The mediator does not have the power to make decisions or to enforce decisions against the parties.Arbitration is a method of dispute resolution where the parties agree to abide by the decision of an neutral third party (arbitrator).Do I need to register my general partnership agreement with the local, state, or county government?Generally no. While you are always free to register your partnership with the state government, only under some circumstances are you required to register your partnership with the local, state, or c ounty government. The requirements differ for each state. Please contact the commerce department or section in your jurisdiction to determine if you are required to register your partnership.Why would the partnership want an initial period of prohibition on withdrawal?Partners in a partnership have a duty to function in the best interest of the partnership and each other. By enforcing a prohibition on withdrawal, individuals will be motivated to take their responsibility as a partner seriously and commit to at least a minimum period with the partnership. The other partners can then feel comfortable relying on the commitment of their fellow partners to the purpose and goals of the partnership.Issues requiring unanimous consentWhy would the partnership agreement require unanimous consent on some conditions but not others?In general, business decisions will be resolved by a majority vote of the partners. However where the impact on individual partners will be significant, the partner ship may wish to resolve these decisions through a unanimous vote in order to protect the interests of individual partners. The partners may want to require unanimous consent for areas that are deemed critical to the success of the partnership, such as hiring/firing of employees or things that will affect the interests of all existing partners and their stake in the enterprise such as bringing on a new partner or acquiring or selling partnership assets or assuming substantial debt.Under the section Actions that require Unanimous Consent of the Partners, what is meant by the vorkaufsrecht Assignment of ownership rights of Partnership Property?Individual partners do not have property rights in partnership property. In order to protect the interests of all partners from unauthorised behavior involving partnership property, the partners may want to enhance the control over the use and disposition of partnership property by requiring unanimous consent on issues involving the use and assi gnment of property rights in partnership property.Under the section Actions that require Unanimous Consent of the Partners, what is meant by the vorkaufsrecht Incurring total Partnership liabilities over a fixed amount?All partners are jointly and severally liable for the debts and obligations of the partnership. Where expansion of the partnership requires a significant financial investment involving a large debt load, the interests of all partners must be considered before proceeding with that risk. Where the risk is great and where an individual partner may lose some or all of their personal holdings then the partnership may wish to protect the interests of individual partners in the partnership agreement. Within the partnership agreement the partners can agree what level of liability( amount) is acceptable. Any liability over that amount would require the unanimous consent of all partners. Any liability under that amount would only require the consent of a majority of the partne rs.Under the section Actions that require Unanimous Consent of the Partners, what is meant by the option Incurring single transaction expenditures over a fixed amount?All partners are jointly and severally liable for the debts and obligations of the partnership. Individual partners may be exposed to varying degrees of personal risk as the result of the failure of the partnership. A wealthy partner may be much more willing to accept substantial risk. A less wealthy partner may be risking all personal assets. To protect the interests of all partners, the unanimous consent of all partners may be required when making substantial purchases.Under the section Actions that require Unanimous Consent of the Partners, what is meant by the option Sale of a Partnership asset with fair market value greater than a fixed amount?Sale of significant partnership assets should require the unanimous consent of all partners so that the interests of all partners are protected. An individual partner canno t sell or otherwise dispose of partnership property. This option includes the situation where an individual partner cannot use partnership property as collateral for a loan (either a personal loan or a partnership loan) without the majority or unanimous consent of the partners where the property could be subject to seizure if the loan was in default. Ensure the fixed amount selected is practical for the size of the partnership. It may be an unnecessary administrative burden to require unanimous approval for the sale of nominal assets.Under the section Actions that require Unanimous Consent of the Partners, what is meant by the option Releasing any Partnership claim except for full consideration?Where the partnership has a claim against another person or business entity or where a debt is owed to the partnership it is in the best interest of the partnership and the individual partners if these obligations owed to the partnership are paid in full. Whenever an obligation is to be re leased for less than full consideration it is important that the interests of each partner is represented and each partner is allowed to provide or reasonably withhold consent to the transaction.Under the section Actions that require Unanimous Consent of the Partners, what is meant by the option Endangering the ownership or possession of Partnership property?Individual partners do not have property rights in partnership property. Where partnership assets are put at risk either by loaning to a third party or placing the asset in an environment where the asset is subjected to theft or loss affects the interest of all partners. In these situations the partnership may wish to require the unanimous consent of all partners.

Avoid These Mistakes When Building Your Personal Brand

Avoid These Mistakes When Building Your Personal Brand Avoid These Mistakes When Building Your Personal Brand When you want to build a name for yourself, taking time to focus on your brand is crucial.What is a personal brand? In short, its who you are, what you are good at, andwhat people go to you for. Its your reputationand your unique set of skills, values, and strengths. Your personal brand represents your value to your target company.In todays digital world, boosting your brand isnecessary if you are tokeep up with the competition. Avoiding some common mistakes along the way will help you develop your brand and showcase your ROI to your target audience. Youre going to spend a lot of time shaping your brand no matter what, so you might as well do it right the first time.Liar, Liar, Pants on FirePeople can see right through a person when they arent authentic. You can optimize your LinkedIn profile to make yourself sound like an expert at everything, but that will only get you so far.Its possible to boost your brand without going overboard. Remember, youmust be able to back up everything you say on your profile when you make connections in person. Exaggerating in your profile is, essentially, lying. bedrngnis only willthis limit your opportunities, but it could also cause permanent damage to yourcareer. It only takes onelie to ruin your reputation forever.Is Your Message Clear?In order to send a clear personal branding message, you have to know what youre trying tosay.Take time to understand your professional identity and the unique value you can offer to employers. Also, give people a glimpse into your future. What goals do you aim to reachalong your career path? Creating the strongest personal brand requires complete alignment between your overall message and every aspect of your professional presence.Dont Forget to Target Your AudienceIt doesnt do your brand a lot of good if you dont know to whom your brand should be marketed. When it comes to personal b randing, you have to be able to connect with the right audience in order to make a name for yourself.Research your target employers and professional connections. Understand their missions, values, and goals. Then, you can tailor your brand to reflect these things, thereby creating a personal connection between yourself and your audience.Social Media Is KeyMany of my clients tell me they dont want to deal with social media. It seems daunting, or tedious, just one more thing they have to do. Others simply dont want their private lives out there.First, you dont have to worry about putting your personal businessonline. When you use LinkedIn, you are only telling your career story. Second, social media platforms are key to job searching, networking, and showcasing your brand in the digital age. People will be searching for you on these platforms, so ensure your presence is strong and professional.Its okay to maintain personal accounts, but be sure to strengthen your privacy settings so p rospective employers cant find them.Align Your Personal and Professional BrandsThe best way to earn and keep business today is through trust. If an employers or professional contacts trust in you wavers, that could spell the end for your professional relationship.Always be honest with your brand. If you aim to show people that you value trustworthiness and professionalism, then get those pictures of you skipping work andchugging beers at the game off your profiles. Your personal brand and your professional brand go hand-in-hand. Make sure they are aligned.Erin Kennedy, MCD, CMRW, CPRW, CERW, CEMC, is a certified professional resume writer, career consultant, and the president ofProfessional Resume Services.

Tap the Power of Storytelling to Court Candidates

Tap the Power of Storytelling to Court CandidatesTap the Power of Storytelling to Court CandidatesTap the Power of Storytelling to Court Candidates Gallo, author of The Storytellers Secret From TED Speakers To Business Legends, Why Some Ideas Catch On And Others Dont (St. Martins Press)Storytellingis the fundamental building block of communication. In a world where people are bombarded by choices, story is often the deciding factor in whom we decide to do geschftliches miteinander with.It turns out that storytelling is equally influential in recruiting and whether the candidate decides to work for you or another company.Smart organizations are leveraging the power of storytelling in their employer branding. Storytelling is also a great tool to turn employees into brand advocates.Here are some great examples of how companies are using storytelling to court their constituents.The Power of Employee StoriesOn any given day, Marriott zwischenstaatlich has up to 10,000 job openings. As t he hotel chain sifts through 2 million applications a year, it must find candidates who will maintain its reputation for customer service and who are genuinely passionate about hospitality.After studying the behavior of job candidates across 15 countries, Marriotts human resources leaders came up with the Picture Yourself Here program which leveraged existing employees stories to attract job candidates.Marriott HR vice president Kristy Godbold told me that two key findings came out of their research first, job candidates glazed over wordy job descriptions on the Marriott website. Instead they were attracted to pictures and videos.Second, job candidates, especially Millennials, were more likely to find Marriott an attractive place to work when those videos showed real employees sharing authentic stories of their experience at the hotel chain.Our employees are the people who deliver on the brand promise for our customer. Its critical that we get this right, says Godbold.Marriott is ju st one of many global brands that are leveraging the power of story to attract the best candidates. Today, job candidates are increasingly attracted to companies with a purpose. Stories are one of the best ways to share a companys purpose.Story and Employer BrandingHow can leaders instill a sense of purpose among their employees? Quite simply, storytelling.In a paper titled An Integrative Review of Storytelling, Australian professor Robert Gill makes the case that leaders who tell corporate stories strengthen employee engagement, which improves a companys external reputation.Employees who internalize the companys vision through stories are motivated to become reputation champions. According to Gill, Stories enable staff to identify with the narrator on a personal level, and through their interpretation take a gestalt of ownership over how the brand is represented.Communicating a Sense of PurposeThe fastest growing of the Big Four accounting firms KPMG discovered that storytelling is a powerful recruiting and retention strategy.KPMG conducted an internal study of thousands of managers and employees and found that a workforce motivated by a strong sense of higher purpose is essential to engagement. Storytelling was the secret to delivering that purpose.After creating a storytelling culture at KPMG, employee turnoverplummeted, morale skyrocketed, profits soared and a higher caliber of job candidates came knocking on the door.KPMGs stories revolve around the role that the accounting firm has had in shaping historic events, beginning with an agreement to provide $60 billion in life-saving resources to the allies in World War II.In addition to shaping history, KPMGs videos focus on stories from some of the 8,000 employees who are the first in their families to go to graduate from college. Survey results found that, for them, the firm is more than a great place to work, its the gateway to the American Dream.Creating Culture Every DaySouthwest Airlines is yet anothe r company that has turned storytelling into a competitive advantage, a legacy that began with co-founder Herb Kelleher.Kelleher built one of the fruchtwein profitable brands in the airline industry by creating a unique culture based on an audacious commitment that put employees first, customers second and shareholders third.Unlike most leaders who give lip service to the importance of company culture, Kelleher talked about it incessantly, sharing stories about employees who went the extra mile.As a storyteller, Kelleher understood that culture is not something that a committee brainstorms once and moves on. In fact, culture is a story that must be shared every day.Kelleher is no longer in charge of Southwest, but the storytelling culture lives on, through internal videos that highlight employees and passengers sharing stories about the company and how its made their lives better.Herb Kelleher said the core of the companys success is the most difficult thing for a competitor to imita te. They can buy all the physical things. The things you cant buy are dedication, devotion, loyalty the feeling that you are participating in a crusade, Kelleher said.Do your employees feel as though they are participating in a crusade? Do job candidates want to join your cause? In business as in life, great storytellers build great cultures and great culture attracts and motivates great people.Remember storytelling is not something we do. Storytelling is who we are.Author Bio Carmine Gallois a Wall Street Journal bestselling author of such books as Talk Like TED and The Presentation Secrets of Steve Jobs. A former CNN business anchor, Gallo has appeared on Bloomberg, CNBC, and ABCs 20/20, among others. He is a popular keynote speaker, columnist for Forbes.com and Entrepreneur.com, and communication coach for top brands like Intel, Chevron, Cisco, LinkedIn, Microsoft and Coca-Cola. He heads GALLO Communications. Kirkus Reviews calls The Storytellers Secret Inspiringhelpfulfor mast ery of brilliant storytelling. Visit StorytellersSecret.com.