How to Create a General Partnership in Alabama | A Complete Guide

by
Create a General Partnership in Alabama

If you would like to create a general partnership in Alabama, there are a few guidelines that you should understand. A general partnership is one of the things that a businessman considers since it comprises two or more entities to carry on a trade or business. Each partner contributes money, property, labor, or special skills, and each partner shares in the profits and losses from the business. You can start an LLC in Alabama for your general partnership to personally carry potentially unlimited liability.

Knowing about the general partnerships will benefit you and several partners, making you form your business properly. If you want to know more about the general partnership, follow our steps to Create a General Partnership in Alabama.

Webinarcare Editorial Team will help you create with thorough research and market study. Before starting a general partnership in Alabama, you must be guided by all the factors we have gathered in this article.

Steps in Creating a General Partnership in Alabama

What is General Partnership in Alabama?

A general partnership in Alabama is a business structure where two or more individuals come together to establish a business and agree to share the profits, losses, and management responsibilities. Each partner contributes skills, resources, and capital to the business and makes decisions collaboratively. In a general partnership, partners have unlimited personal liability for the debts and obligations of the business, meaning their personal assets can be used to cover any debts or liabilities incurred by the partnership. This type of business structure is relatively simple to form and offers flexibility in decision-making and management but lacks the legal protection of limited liability offered by other structures like Alabama Corporations or limited liability partnerships.

It is recommended that you consult to Alabama Business Attorney before beginning the process of forming your general partnership. They will understand what is best for you and your company. To shield your personal assets from corporate debts, you can always Start an LLC in Alabama rather than a general partnership.

– WEBINARCARE EDITORIAL TEAM

Example of a General Partnership

An example of a general partnership could be a small marketing agency created by two friends, Shane and Jane. Shane has a background in graphic design, while Jane has experience in digital marketing strategies. They decide to join forces and create a marketing agency that offers clients a combination of their expertise.

Shane and Jane contribute their skills, resources, and capital to start the business. They agree to share the profits, losses, and management responsibilities. Both partners actively participate in the agency’s day-to-day operations, making decisions and working with clients collaboratively.

In this general partnership, Shane and Jane have unlimited personal liability for any debts or obligations incurred by their marketing agency. If the agency faced financial difficulties, both partners’ personal assets could be used to cover the debts. However, the simplicity and flexibility of the general partnership structure allow them to manage and grow their business together easily.

Individuals looking to collaborate and numerous service providers have chosen general partnerships as their preferred business entity. That’s frequently because of its simple design, low price, and simplicity of setup. Some general partnership examples include: 

  • Providing Professional Services (architectural firms, medical clinics, etc.)
  • Selling goods at retail 
  • Opening a restaurant
  • Alabama Business Consulting

General partnerships are also formed by partners who are spouses or other family members who want to operate a business together.

Steps in Creating a General Partnership in Alabama

To create a general partnership in Alabama, you must follow the guidelines below: choosing a business name, making a partnership agreement, requesting an EIN, getting a license and permit, and opening a bank account. 

Step 1: Choose a Business Name

Naming your business is one of the most important activities during the startup phase, especially if you will form an LLC in Alabama. Your general partnership name serves as the foundation for your brand and is what clients use to connect you to the products or services you offer. Legal procedures should be taken into account when choosing your partnership name. Choose a business name that will enable you to develop a strong brand identity without being hampered by irrelevant factors. 

For example, let’s assume the general partnership focuses on providing eco-friendly landscaping solutions. A potential name for this partnership could be “GreenScape Innovations.” This name highlights the business’s core values (eco-friendly) while also showcasing the industry (landscaping) and the innovative approach the partners aim to bring to the market.

For your to come up with this business name idea, here are some guidelines to consider when choosing a name for a general partnership:

  • Reflect on the Nature of the Business: Choose a name representing your products or services, and communicate your business’s essence to your target audience.
  • Keep it Simple and Memorable: A short, easy-to-pronounce name will be easier for customers to remember and share with others.
  • Make it Unique: Research the names of other businesses in your industry to ensure your chosen name stands out and does not infringe on any existing trademarks or copyrights.
  • Consider the Partners’ Names: Some general partnerships incorporate the partners’ names in the business name (e.g., Smith & Johnson Consulting). However, this approach may only be suitable for some businesses, especially if the names are difficult to pronounce or remember.
  • Test the Name: Share the potential name with friends, family, and potential clients to gather feedback and ensure it resonates with your target audience.
  • Check for Domain Availability: Research the availability of your chosen name as a domain name for your website and on social media platforms to ensure a consistent online presence.
  • Avoid Limiting your Business Scope: Choose a flexible name to accommodate future product or service changes. Avoid using specific locations, product names, or niche markets in the name if you plan to expand or diversify later.
  • Comply with Legal Requirements: Ensure the chosen name complies with any legal requirements or restrictions in your jurisdiction, such as avoiding misleading or offensive terms.
  • Consider Professional Input: Consult with Alabama Business Attorney or trademark specialist to ensure your chosen name is legally sound and can be registered as a trademark if necessary.

By following these guidelines, you can choose a name for your general partnership that is memorable, unique, and effectively communicates your business’s essence.

In addition, most general partnership businesses use the last name of all of their partners.  For instance, if Jennie Kim and Lalisa Manoban enter business together, the partnership name is “Kim & Manoban” by default. However, if you would like to form a business name under something more appropriate, such as “EJI Design and Build,” then you’ll need to File a DBA in Alabama with Alabama Department of Revenue.

Filing a DBA in Alabama has three methods, online, by mail, and in person filing., which costs around $30. There is five years validity in renewing your DBA. 

In Alabama, if you do not wish to file your general partnership business right away but want to hold the name that you have decided on, then you can reserve your business name for 1 Year. You must file a name reservation application in the Alabama Department of Revenue to keep the name. 

Step 2: Make a Partnership Agreement

After you have chosen a business name for your general partnership, the next step would be making a partnership agreement in Alabama. A partnership agreement is a crucial document that outlines the terms and conditions governing a partnership. It helps to establish a clear understanding of each partner’s roles, responsibilities, and expectations and prevents disputes and misunderstandings.

Additionally, it discusses business management guidelines and potential contingencies that may arise, such as a partner’s passing or a partner’s decision to leave the partnership.

A partnership agreement should include the following:

  • Business name
  • Description of the business
  • Contact information of the business and its owners

Ownership of all business partners, decision-making, capital contribution, profits and distribution, death and disability, and withdrawal and addition of partners is one of the key factors to consider when forming or creating a partnership agreement. In this way, all business partners will understand what this is all about and how to proceed if the mentioned scenarios happen. 

Without a partnership agreement, your company will often be subject to the general partnership default laws of Alabama. The default laws might not be appropriate for your requirements.

Step 3: Request an EIN in Alabama

After completing the partnership agreement, you should get or seek an Employer Identification Number (EIN) in Alabama. An EIN will serve as your general partnership’s tax identification number. The Internal Revenue Service can provide you with an EIN. (IRS). It is a nine-digit number comparable to your Social Security number. EIN, on the other hand, is distinct from SSN. It is exclusively used for business-related operations, such as filing general taxes. The form must be filled out and sent to the IRS website. Obtaining an EIN cost between $30 and $280. 

The application of an EIN in Alabama can be through the following:

  • Apply Online- The Online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4PDF application to the appropriate fax number), after ensuring that Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

You can benefit in various ways once you obtain your EIN number. It will give your general partnership the final advantage to operate at its full potential without legal or court problems.

Step 4: Get a License and a Permit

You must have Alabama Business License before your general partnership business operates. A business license is a document granted by a government agency that allows you to operate your business in the territory governed by that agency.

To legally operate your partnership, you’ll need a business license. You may need more than one license in Alabama. Numerous general partnership licenses need to be filed and renewed regularly.

In Alabama, the business license fee costs about $50 – $300.

You can check out the United States Business License & Licensing Fee Resources for more information about the costs in Alabama.

Step 5: Open a Bank Account

After filing and receiving your general partnership license, you should open a bank account for yourself, your clients, and your employees.

A US bank account may make your business dealings in Alabama easier because it increases your company’s authenticity and profitability. Most banks require an EIN for firms other than sole proprietorships to open a business account. Keeping separate finances also prevents you from combining personal and professional finances.

If you would like to open a bank account in Alabama, check out the Best Bank for Alabama Small Business.

Pros and Cons of a General Partnership in Alabama

In forming a general partnership in Alabama, there are pros and cons that you may experience. I will list the pros and cons for you to understand why and how a general partnership is crucial. 

Pros of Forming a General Partnership in Alabama

  • Easy and Inexpensive to Form: General partnerships are relatively simple to establish, requiring minimal paperwork and registration costs compared to other business structures like corporations or limited liability companies.
  • Decision-Making: Partners can pool their skills, knowledge, and resources, leading to more efficient and effective decision-making and business operations.
  • Flexibility: General partnerships offer flexibility in management structure, profit distribution, and decision-making processes, allowing partners to customize their business relationships to best suit their needs.
  • Tax Benefits: In most jurisdictions, general partnerships are not taxed as separate entities. Instead, profits and losses are passed through to the partners, who report them on their income tax returns. This avoids the issue of double taxation that affects corporations.
  • Greater Access to Capital: With multiple partners, a general partnership may have increased access to capital and resources compared to a sole proprietorship.

Cons of Forming a General Partnership in Alabama

  • Unlimited Personal Liability: In a general partnership, all partners have unlimited personal liability for the debts and obligations of the business. This means that each partner’s personal assets can be used to cover any debts incurred by the partnership, which can be a significant risk.
  • Potential for Conflicts: As partners share management and decision-making responsibilities, disagreements or conflicts can arise, negatively impacting the business’s operations and success.
  • Limited Lifespan: A general partnership’s existence is often tied to the lives of its partners. The partnership may be dissolved if a partner withdraws, becomes incapacitated, or dies, potentially leading to instability and uncertainty.
  • Difficulty in Raising Capital: While general partnerships may have more access to capital than sole proprietorships, they may still need help raising funds compared to corporations or limited liability companies, as investors may be more hesitant to invest in a business with unlimited personal liability.
  • Lack of Legal Distinction: Unlike corporations or limited liability companies, general partnerships do not have a separate legal identity from their partners, limiting the partnership’s ability to enter into contracts or own property in its name.

When considering a general partnership, weighing the pros and cons and assessing whether this business structure aligns with your goals, risk tolerance, and desired level of management involvement is essential.

Maintain Business License in Alabama

You must maintain or renew your business license regularly now that you have established your general partnership. Make time at least once a year to check the status of your licenses. Then you will get everything important. You can deal with any problems that arise. In Alabama, the business license fee ranges from $50 – $300, and it is renewed annually, usually by September 30th.

Pay Your Taxes in Alabama

Even if you have established your general partnership in Alabama, pay your taxes and keep everything up to date so you won’t pay any penalty. 

Alabama taxes information will help you with what to pay before or during the operation of your professional corporation. You can check out the Alabama Small Business Taxes to further understand why you must pay your taxes on time. 

Can I Convert My General Partnership Into Another Business Entity in Alabama?

By following the appropriate state procedures, you can convert your general partnership into another business entity, such as Alabama Corporation converting to an LLC; or Sole Proprietorship to Alabama LLC. This may involve filing conversion documents with the Alabama Secretary of State’s office and paying any required fees.

FAQs

What is a general partnership in Alabama?
A general partnership is a type of business entity in Alabama where two or more individuals share ownership and responsibility.
What are the requirements for creating a general partnership in Alabama?
In Alabama, there are no formal legal requirements for creating a partnership. An agreement can be oral or in writing.
Is a business license required to form a general partnership in Alabama?
A business license is not required to form a partnership in Alabama.
Can a non-resident of Alabama form a general partnership in the state?
Yes, non-residents can form a partnership in Alabama as long as they meet all state requirements.
How many partners are required to form a general partnership in Alabama?
At least two partners are required to form a general partnership in Alabama.
How is a general partnership taxed in Alabama?
A general partnership is not taxed as an entity in Alabama. Instead, the profits and losses “pass-through” to the partners and are taxed on their individual tax returns.
Does Alabama require partnerships to have a written partnership agreement?
No, but it is always advisable to have a written partnership agreement to avoid potential conflicts and misunderstandings.
Are there any annual requirements for general partnerships in Alabama?
There are no annual requirements for general partnerships, but partners must always keep their documentation and financial obligations updated.
How do I register my general partnership in Alabama?
Alabama does not require partnerships to register with the state. However, it’s recommended to file for a Doing Business As (DBA) certificate if you plan on operating under a name other than the partners’ names.
Can I file for a trademark for my partnership in Alabama?
Yes, you can file for a trademark if you want to protect your partnership’s name or logo in Alabama.
What liabilities do I face as a partner in a general partnership in Alabama?
Partners in a general partnership in Alabama have unlimited liability. This means each partner is responsible for the full amount of the partnership’s debts and obligations, whether incurred by the partners or the partnership itself.
Can I avoid personal liability as a partner in Alabama?
No, unless you form a different business entity, such as a limited partnership or corporation.
Can I amend our partnership agreement in Alabama if I wish to do so?
Yes, with agreement from all partners, and making the necessary legal paperwork, amendments can be made to a partnership agreement in Alabama.
If there are disagreements among the partners, how are they resolved in Alabama?
Unless otherwise specified in the partnership agreement, disagreements are settled by majority vote of the partners in Alabama.
Is partnership income subject to Alabama state tax?
Partnership income is not subject to Alabama state tax. Instead, it is allocated to the partners and subject to individual income tax.
Does Alabama law require partners to contribute to the partnership equally?
No, Alabama partners can agree to contribute to the partnership differently.
Can a partnership in Alabama continue after one partner dies?
Yes, a partnership in Alabama can continue after the death of a partner if agreed upon in the partnership agreement.
Can a general partnership in Alabama open a bank account?
Yes, a general partnership in Alabama can open a bank account. The bank may require proof such as the partnership’s registration certificate and other documentation.
What happens if the partnership agreement is silent on an issue in Alabama?
If the partnership agreement is silent, it’s reasonable for the partners to come to an agreement through negotiation.
What happens if a partner wants to retire in Alabama?
If one partner desires to retire only his/her interest is transferred but not the retiring him/her self unless the agreement says otherwise.
Are partners allowed to assign their partnership interests in Alabama?
Yes, unless there are restrictions imposed in the partnership agreement.
Can a partner manage the business even if he/she doesn’t have a capital contribution in Alabama?
Yes, each partner has the authority to manage the business unless agreed upon otherwise in the agreement.
Are partners in Alabama equal owners of the partnership?
No, partners can tailor their ownership in the partnership to fit the contribution they make into the organization.
Can I still form a general partnership even if I’m the only one investing money?
Yes, the number of partners is not defined in Alabama law.
Can general partners in Alabama sue each other in court?
Yes, imagine proportions can occur between the partners of an at-fault party.
Are foreign businesses allowed to establish a partnership in Alabama?
Yes, foreign businesses can establish a partnership as long as they meet state requirements.
Can you start a general partnership in Alabama without an Attorney present?
Yes, since it optional but it is always recommended to consult an attorney who can inform you of your rights, responsibilities, and minimize risks.
Can residency requirements fulfill an expected percentage of ownership in Alabama?
Any partner can be a resident or non-resident in Alabama. There are no particular percentage requirements associated with residency status.
How do I form a general partnership in Alabama?
To form a partnership in Alabama, you must file a partnership registration statement with the Alabama Secretary of State.
How many people do I need to start a general partnership in Alabama?
You need at least two people to start a general partnership in Alabama.
Can my general partnership be formed online in Alabama?
Yes, you can file your partnership registration statement online through the Alabama Secretary of State’s website.
What information do I need to provide when filing a partnership registration statement in Alabama?
You need to provide the names and addresses of all partners, the name of the partnership, the partnership’s purpose, and the partnership’s address.
How do I obtain a tax ID number for my partnership in Alabama?
You can obtain a tax ID number for your partnership in Alabama by filling out an online application with the IRS.
How do I register for state taxes as a general partnership in Alabama?
You can register for state taxes as a general partnership in Alabama with the Alabama Department of Revenue.
Do partnerships need to register for any specific licenses or permits in Alabama?
Depending on the type of service or product your partnership provides, you may need to obtain specific licenses or permits from the state of Alabama.
Can I change the name of my partnership in Alabama after it has been registered?
Yes, you can change the name of your partnership in Alabama by filing an amendment to the partnership registration statement with the Alabama Secretary of State.
How do I dissolve my general partnership in Alabama?
You can dissolve a partnership in Alabama by filing a statement of dissolution with the Alabama Secretary of State.
Are partners in a general partnership in Alabama personally liable for the partnership’s debts?
Yes, partners in a general partnership in Alabama are personally liable for the partnership’s debts.
Can a partner be removed from a general partnership in Alabama?
Yes, partners may be removed by agreement or court order in Alabama.
Am I required to pay unemployment taxes for my partnership in Alabama?
Partnerships in Alabama are not required to pay unemployment tax on partners’ distributive share of partnership income.
How are profits and losses divided among partners in a general partnership in Alabama?
Profits and losses are typically divided among partners in a general partnership in Alabama according to each partner’s ownership interest.
Can partnerships have employees in Alabama?
Yes, partnerships can have employees in Alabama.
Can a partner sue the partnership or the other partners individually in Alabama?
Yes, partners in a general partnership in Alabama can sue the partnership or the other partners individually.
How are taxes handled for a general partnership in Alabama?
Partnerships in Alabama are taxed on their distributive share of income reported on Form 1065, but the partnership itself does not pay income tax.
Do partnerships in Alabama need to have a business license?
Depending on the jurisdiction and industry, partnerships in Alabama may be required to obtain a business license.
Can partnerships be structured as pass-through entities in Alabama?
Yes, general partnerships in Alabama are typically structured as pass-through entities for tax purposes.
Does my partnership need liability insurance in Alabama?
Liability insurance is not required for partnerships in Alabama, but it is recommended.
Can individuals form a partnership in Alabama without formal registration?
No, partnerships must be registered with the Alabama Secretary of State in order to be recognized as a legal entity.
Can out-of-state residents form a partnership in Alabama?
Yes, out-of-state residents can form a general partnership in Alabama.
Is a foreign partnership recognized in Alabama?
Yes, Alabama recognizes foreign partnerships formed in other states or countries.
How do I withdraw from a general partnership in Alabama?
To withdraw from a partnership in Alabama, a partner must typically provide notice to the other partners and follow the procedures outlined in the partnership agreement or Alabama law.
How are partnership disputes resolved in Alabama?
Partnership disputes may be resolved through arbitration, mediation, or in court in Alabama.
Can partnerships in Alabama have more than two partners?
Yes, partnerships in Alabama can have more than two partners.
Is there a filing fee for registering a partnership in Alabama?
Yes, there is a filing fee for registering a partnership in Alabama.
Do I need to file an annual report for my partnership in Alabama?
No, annual reports are not required for partnerships in Alabama.

Also Read

Conclusion

A general partnership can be viable for individuals looking to establish a business in Alabama with shared decision-making, management responsibilities, and profits. This type of business structure is relatively simple to establish and offers flexibility in operations. However, it is essential for potential partners to carefully consider the unlimited personal liability aspect of general partnerships, which means that each partner’s personal assets could be at risk to cover any debts or obligations incurred by the business. Before forming a general partnership, the partners should have a clear and well-drafted partnership agreement that outlines the roles, responsibilities, profit-sharing, and dispute-resolution mechanisms to ensure a smooth working relationship and minimize potential conflicts. Partners should also explore other business structures, like limited liability partnerships or corporations, to determine the best fit for their needs and goals.

Leave a Comment