Читать книгу A Dentist’s Guide to the Law - American Dental Association - Страница 29

A partnership is a business arrangement where two or more dentists own the practice together — for example, if two or more dentists wish to operate a practice together. These dentists should understand the economies of scale achievable by working together and agree upon an arrangement to share costs and profits. The dentists may consider establishing a general partnership, under which the partners share decision-making as well as financial risk. Similar to sole proprietorships, general partnerships retain full, shared liability among the owners. Partners are not only liable for their own actions, but also for the business debts and decisions made by other partners. In addition, the personal assets of all partners can be used to satisfy the partnership’s debt.

Another risk is that the vision and enthusiasm that the partners had when they started the practice can sometimes wane. As in a marriage, disagreements or disgruntlement can arise which can cause an unfortunate split of the practice. For that reason, it is very important that a group practice have a formal written agreement setting forth the parties’ understanding of the relationship — profits, expenses, decisions, what happens upon termination, and so forth. The agreement should be drafted by an attorney, and should reflect the parties’ expectations and understanding of the partnership.

Although the partnership will need to file a separate informational tax return, the partnership does not generally itself pay tax but, rather, income and losses are allocated among the partners based on their agreed percentage, and the partners pay taxes as part of their own personal returns. There is no additional partnership tax (with limited exceptions at the state level in a few jurisdictions).

Next to sole proprietorships, general partnerships are the simplest legal format, requiring less administrative detail and fewer associated costs than the formats to be discussed below. But in a general partnership, liability and decision-making must be shared.

Keep in mind that you must tailor any partnership agreement to meet your needs and to satisfy state law requirements. Your counsel can draft an agreement and help determine what is right for you.