What is a partnership?

Entrepreneurship as a partnership

There are several professions in which there is a preference for doing business in a partnership. The professions in which the legal form of a partnership is often chosen are:

• Physical therapists;
• Lawyers;
• Architects;
• Physicians.

Liability in private

In a partnership, each partner is equally liable for the partnership debts. There is a partnership asset, primarily intended for the business creditors. During the existence of the partnership, private creditors of the partners cannot recover possible damages from the partnership assets. However, the business creditors can claim the private assets of you and the other partners, if the partnership assets are not sufficient.

Marital or partnership agreements

In a number of cases, it may be advisable to have prenuptial or partnership agreements drawn up when you are part of a partnership. Also, you can keep gifts and inheritances received and to be received private with the preparation of prenuptial agreements; By preparing prenuptial agreements, you can keep the assets of both spouses separate;

Authority of partners in the partnership

The power to make decisions or agreements as a mate depends on:

• the law;
• the purpose of the partnership;
• The power of attorney given to you by the associates;
• further arrangements in the partnership contract.

If you, as authorized representative, enter into an agreement on behalf of the partnership, then all partners are liable for equal shares. If you act in violation of your authority, you do not bind the other partners.

Management acts

Each partner may perform acts of management, unless a different arrangement is agreed upon in the partnership agreement. Acts of management are acts that are included in the normal course of the partnership's business, such as the performance of day-to-day work.

Disposition acts

These acts are outside the normal activities of the partnership. You can perform a disposition act only together with the other partners in the partnership because of its exceptional nature. An example of a disposition act is the purchase of a property in which the partnership intends to conduct activities.

Profit and loss

Profits and losses are distributed in proportion to each person's contribution, unless otherwise agreed upon in the partnership contract. It is prohibited to stipulate that one of the partners gets all the profits. However, it may be agreed that one of the partners bears all the losses.

Ensuring continuity

If one of your business partners dies, the partnership ends. You and any other partners can continue the business (possibly with a new partner) only if special contractual arrangements are agreed upon. These may include the continuation clause, the residence clause and the divorce clause. You can have these included in the partnership agreement. For the sake of continuity, it is advisable to ask the notary for advice on this point. Marks Wachters will be happy to assist you in this regard.

In addition, we can assist you in drafting general terms and conditions, creating a proper engagement letter or general business issues.