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Richard - Bizlaw
Richard - Bizlaw, Attorney
Category: Business Law
Satisfied Customers: 8751
Experience:  30 years of corporate, litigation and international law
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I am becoming a partner in a small business. I have a Partnership

Customer Question

I am becoming a partner in a small business. I have a Partnership Agreement I am supposed to sign. I have heard that a Security Offering must be in place, for the partnership to be legal. Is this true? And if so, who handles this...meaning, the owner of the company now OR do I sign the dotted line and help pay to put this in place?

Thanks.
Submitted: 4 years ago.
Category: Business Law
Expert:  Richard - Bizlaw replied 4 years ago.
How many people are being offered partnership interests? Once you join will that be the last of the partners? Is this a limited partnership interest or a general partnership interest?
Customer: replied 4 years ago.
I am the only person. This is a tutoring company that has been around for 8 years. I would pay in $25k and start receiving 1/2 the profits right from the beginning. In the Partnership Agreement, she is paying in $37,500 (although she has already done so by owning the company). So, that's 1 person I am joining, making this a 2-person partnership. Yes, I am the last of the partners. This is a GENERAL partnership per the Partnership Agreement.
Expert:  Richard - Bizlaw replied 4 years ago.

You would not need any offering statement for several reasons. First there is a limited offering exemption and where you are going to be an officer or director of a company you are considered to have access to all the information you need to make an informed decision. Second, a general partnership interest is not a security so there is no need for an exemption. You should consider making your partnership an LLC. It is the same as a partnership except you get the benefit of limited liability and do not put all your personal assets at risk.

 

This communication is not intended as legal advice. A local attorney should always be consulted for legal advice. No client/attorney relationship is intended or created by this communication.

Customer: replied 4 years ago.
Relist: I was hoping for a bit more to go on. I don't understand legal terms and I would prefer a non-legal (dumb-downed) answer. Thanks..
I was hoping for a bit more to go on. I don't understand legal terms and I would prefer a non-legal (dumb-downed) answer. Thanks.
Expert:  Richard - Bizlaw replied 4 years ago.

To make it simple, you do not need a Securities Offering statement for the partnership to be legal. You need to be sure you understand the business and the risks involved and understand the partnership agreement.

 

This communication is not intended as legal advice. A local attorney should always be consulted for legal advice. No client/attorney relationship is intended or created by this communication.

 

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