Form a Partnership: The Complete Legal Guide [With CD-ROM] Book

I. Introduction
A. Partnership: Dream and Reality
B. If You're Planning to Start a Partnership, Or Even Considering One,
This Book Is for You
C. Do You Really Need a Partnership Agreement?
D. Creating a Partnership Agreement
E. How to Use This Book
F. A Personal Note

1. Getting Started - Choosing a Business Structure
A. Your Choices
B. Partnerships
C. The Sole Proprietorship
D. Corporations
E. The Limited Liability Company
F. Partnerships vs. Limited Liability Companies or Small Corporations
G. Limited Partnerships
H. A Closer Look at Partnerships

2. An Overview of Your Partnership Agreement
A. The Spirit of Your Agreement
B. Preparing Your Agreement
C. Basic Topics Covered in a Partnership Agreement
D. Partners: Their Authority and Relationship
E. Name and Purpose of the Partnership
F. Financial Considerations
G. Expanding Your Business
H. Operational and Management Responsibilities
I. Withdrawal of a Partner, Buy-Outs, and Ending a Partnership
J. Disputes
K. Short-Form Partnership Agreements
L. Will You Need a Lawyer or an Accountant?

3. Partnership Name, Contributions, Profits, and Management
A. Name, Term, and Purpose
B. Contributions
C. Profits, Losses, Draws, and Salaries
D. Management Responsibilities

4. Changes and Growth of Your Partnership
A. Amending the Partnership Agreement
B. Admission of a New Partner

5. Changes: Departure of a Partner, Buy-Outs, and Business Continuation
A. Buy-Sell Clauses
B. Determining the Value of the Business
C. Payments to Departing Partners
D. Expelling a Partner
E. Continuing the Partnership
F. Terminating a Partnership

6. Partnership Disputes: Mediation and Arbitration
A. Mediation
B. Arbitration
C. Combining Mediation With Arbitration

7. Partnership and Taxes
A. Using Tax Experts
B. Partnership Business and Personal Income Taxes
C. Taxation of Partnerships
D. Family Partnerships for Tax Savings
E. Tax Consequences of Contributions to a Partnership
F. Management of the Partnership Business
G. Tax Returns
H. Taxation and Sale of a Partnership Interest
I. A Few Additional Tax Concepts

8. Getting Your Business Started
A. Permits and Licenses
B. Federal and State Tax Requirements
C. Bookkeeping and Accounting
D. Budgeting
E. Insurance
F. Rent and Lease Negotiations

9. Limited Partnerships
A. How a Limited Partnership Works
B. The Relationship Between the General Partner and the Limited Partners
C. Securities Aspects of Limited Partnerships
D. Certificate of Limited Partnership
E. Tax Aspects of Limited Partnerships
F. Limited Partnership Agreements

10. Lawyers and Other Professionals/Doing Your Own Research
A. Lawyers
B. Partnership Tax Experts
C. Doing Your Own Research

11. Drafting Your Own Partnership Agreement
A. How to Prepare Your Agreement
B. After You've Drafted Your Agreement

Appendix 1: Resources
Resources for Further Research
Citations to State Uniform Laws

Appendix 2: How to Use the CD-ROM
A. Installing the Form Files Onto Your Computer
B. Using the Word Processing Files to Create Documents

Appendix 3: Partnership Agreements
Forms on CD-ROM
Partnership Agreement
Short-Form Partnership Agreement
Tear-Out Forms
Partnership Agreement
Short-Form Partnership Agreement
Sample Partnership Termination Agreement

Index