Every time I hear the word Partnership my stomach clenches and pain ensues. Ask a lawyer about the right way to do this. Partnerships can be ugly, and my experience shows that a clear operating agreement amongst members of an LLC can be a lot simpler, and safer.
Moving from sole Prop LLC to a Partnership LLC
As of early December, Assisted Transitions has taken on a (fabulous!) partner. We are finalizing the Partnership agreement and looking for any input, warnings, heads-up specifically regarding the MANAGEMENT STRUCTURE of the business.
Ideas...???? Warnings...???
6 Bizniks have posted replies
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Posted by Michael Halligan, San Francisco, California | Mar 04, 2008
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Posted by Valerie Farris, Seattle, Washington | Mar 05, 2008
I suggest you contact Chris Engle, a partner at my firm. He has extensive corporate formation and business law experience. His number is 425.275.9456 - tell him I referred you.
Best,
Valerie
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Posted by Leila Anasazi, Seattle, Washington | Mar 05, 2008
Annie. Totally consult an attorney. You need to formalize, in writing, your agreements, including the ones no one likes to consider, such as what happens when one person wants to leave. Ask your attorney to address your fears and concerns. And remember that your attorney has a relationship with either the LLC or with the individuals of that LLC, but not both--so be clear going in whether s/he is representing Annie, or your biz.
Most attorneys do not charge for the first half hour consultation, during which time they should be able to give you a good estimate of what it will cost to get you what you need (which would include the LLC formation, plus future help, such as drafting your client agreements/contracts).
And not to plug myself (really) but a Biznik Tip that I posted will point you to some great sources of info about LLCs and such.
Oh. Plus, it sounds like you are already an LLC. So unless you want to keep that LLC for yourself for some reason, do you know that you don't really need a new LLC for the partnership? (Just checking, can't tell from your initial post.)
Have fun!
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Posted by Arthur Torelli, Seattle, Washington | Mar 05, 2008
Get it all spelled out ahead of time. Including what to do incase of an unfeindly split. Art T.
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Posted by Annie Jacobsen, Seattle, Washington | Mar 07, 2008
Sorry all ~ and thanks for the great input, so far.
My post should have specified that we DO HAVE A very good ATTY working on this ~ yet I always like to bring my own research to the table, as well.
Correct Leila ~ we are already an LLC, so the terms of our partnership is the current project. In my research on other partnership agreements for LLCs there was a point asking "type of management structure"...where my inquiry was triggered.
I appreciate the feedback and am actually ENJOYING this process!
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Posted by Leila Anasazi, Seattle, Washington | Mar 10, 2008
Annie, perhaps part of your pondering is related to this: there is a difference between member-managed LLCs and manager-managed LLCs. Has your attorney helped you sort that out? I believe it changes issues of liability ...

