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


Steve Bennett
Steve Bennett
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Create a General Partnership in Massachusetts

If you would like to create a general partnership in Massachusetts, 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 Massachusetts 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 Massachusetts.

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

What is General Partnership in Massachusetts?

A general partnership in Massachusetts 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 Massachusetts Corporations or limited liability partnerships.

It is recommended that you consult to Massachusetts 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 Massachusetts rather than a general partnership.

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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: 

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 Massachusetts

To create a general partnership in Massachusetts, 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 Massachusetts. 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 Massachusetts 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 Massachusetts with Massachusetts Secretary of State.

Filing a DBA in Massachusetts has two methods, by mail and in person., which costs around $65 Filing fee and $35 Additional fee if a non-Massachusetts resident. There is four years validity in renewing your DBA. 

In Massachusetts, 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 60 days. You must file a name reservation application in the Massachusetts Secretary of State 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 Massachusetts. 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 Massachusetts. The default laws might not be appropriate for your requirements.

Step 3: Request an EIN in Massachusetts

After completing the partnership agreement, you should get or seek an Employer Identification Number (EIN) in Massachusetts. 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 Massachusetts 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 Massachusetts 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 Massachusetts. Numerous general partnership licenses need to be filed and renewed regularly.

In Massachusetts, 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 Massachusetts.

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 Massachusetts 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 Massachusetts, check out the Best Bank for Massachusetts Small Business.

Pros and Cons of a General Partnership in Massachusetts

In forming a general partnership in Massachusetts, 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 Massachusetts

  • 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 Massachusetts

  • 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 Massachusetts

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 Massachusetts, the business license fee ranges from $50 – $300, and varies by jurisdiction and license type.

Pay Your Taxes in Massachusetts

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

Massachusetts taxes information will help you with what to pay before or during the operation of your professional corporation. You can check out the Massachusetts 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 Massachusetts?

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

FAQs

What is a general partnership in Massachusetts?
A general partnership is a type of business organization in Massachusetts where two or more people come together to conduct business as co-owners.
Do I need to file any paperwork to start a general partnership in Massachusetts?
No, you don’t need to file any paperwork with the state of Massachusetts to create a general partnership. However, it is recommended that you draft a partnership agreement.
What is a partnership agreement?
A partnership agreement is a legal document that outlines the roles and responsibilities of each partner, the profit-sharing arrangements, and any other important details regarding the business.
Is a partnership agreement required in Massachusetts?
No, a partnership agreement is not required by law, but having one can help prevent misunderstandings or disputes between partners.
How do I choose a business name for my partnership in Massachusetts?
You should choose a name that is not currently being used by another business in Massachusetts. You can search for available names on the Massachusetts Secretary of State’s website.
Can I choose any name I want for my partnership in Massachusetts?
No, your business name must comply with Massachusetts state laws. It cannot be misleading or deceptive, and it shouldn’t contain obscenities or offensive language.
How many partners can a general partnership in Massachusetts have?
A general partnership can have as many partners as you like.
Is there a limit to how much money a general partnership can raise in Massachusetts?
No, there is no limit to how much money a general partnership can raise in Massachusetts.
Do all partners have to actively participate in the business in Massachusetts?
No, all partners do not need to actively participate in the business in Massachusetts.
Can a partnership in Massachusetts have employees?
Yes, a partnership in Massachusetts can hire employees.
Are there any special permits/licenses required to start a partnership in Massachusetts?
This depends on the type of business you plan to conduct. Some businesses may require special permits or licenses from the state or local government.
Do partners in a general partnership have limited liability in Massachusetts?
No, partners in a general partnership do not have limited liability in Massachusetts.
Who is responsible for paying taxes for a general partnership in Massachusetts?
The partners are responsible for paying taxes on their share of the partnership profits.
How are profits and losses divided among partners in a general partnership in Massachusetts?
Profits and losses are usually divided according to the partnership agreement.
What if there is no partnership agreement in Massachusetts?
The profits and losses will be divided equally among the partners.
Are there any tax advantages to forming a partnership in Massachusetts?
Yes, partnerships in Massachusetts are taxed differently than corporations, which can provide tax advantages for some businesses.
Can I add new partners to my partnership in Massachusetts?
Yes, you can add new partners to your partnership in Massachusetts, but it should be agreed upon by all existing partners.
Can partners in a Massachusetts partnership be held liable for each other’s actions?
Yes, partners in a Massachusetts partnership can be held jointly and severally liable for each other’s actions.
What is the difference between a general partnership and a limited partnership in Massachusetts?
A limited partnership includes at least one partner who has limited liability for the business’s debts, while all partners in a general partnership have unlimited liability.
Do I need to register my partnership with the IRS in Massachusetts?
No, partnerships do not register with the IRS, but each partner will need to file their own tax returns.
That being said, do general partnerships in Massachusetts need to file any paperwork with the IRS?
Yes, general partnerships in Massachusetts may need to file annual income tax returns with the IRS.
Can I write off business expenses in Massachusetts as a partnership?
Yes, you can write off eligible business expenses on your partnership tax return.
Can I apply for a tax ID number for my partnership in Massachusetts?
Yes, you can apply for a tax ID number (also called an Employer Identification Number or EIN) for your partnership in Massachusetts.
How do I obtain an EIN for my Massachusetts partnership?
You can obtain an EIN for your Massachusetts partnership by applying online with the IRS.
Can I change my partnership agreement in Massachusetts?
Yes, you can change your partnership agreement in Massachusetts, but all partners must agree to the changes.
Do partnerships in Massachusetts pay state taxes?
Yes, partnerships in Massachusetts are subject to state tax.
Do Massachusetts partnerships need to file annual reports with the Secretary of State’s office?
Yes, Massachusetts partnerships need to file an annual report with the Secretary of State’s office.
Is a partnership in Massachusetts the right structure for my business?
This depends on your business goals and needs. You should consult with an attorney or accountant to determine the best business structure for your situation.
How do I form a general partnership in Massachusetts?
To form a general partnership in Massachusetts, you must file a Certificate of Partnership with the Secretary of State’s office.
What information is required on the Certificate of Partnership in Massachusetts?
The Certificate of Partnership in Massachusetts requires the names and addresses of each partner, the name of the partnership, and the duration of the partnership if it is not perpetual.
Can general partnerships be owned by one person in Massachusetts?
No, a general partnership in Massachusetts requires at least two individuals to share the ownership of the business.
Do general partners have unlimited liability in Massachusetts?
Yes, in a general partnership in Massachusetts, all partners have unlimited liability.
Can a general partnership be registered in Massachusetts if the partners are from different states?
Yes, a general partnership can be registered in Massachusetts if the partners are from different states.
What taxes does a general partnership have to pay in Massachusetts?
A general partnership in Massachusetts is not taxed as a separate business. Instead, the income and losses of the partnership are passed through to the individual partners and are reported on their personal income tax returns.
Do general partners have to file income taxes in Massachusetts?
Yes, general partners in Massachusetts must each file their own personal income tax returns and report their share of the partnership’s income or losses.
Can a general partnership in Massachusetts have employees?
Yes, a general partnership in Massachusetts can have employees.
Do Massachusetts general partnerships require a written partnership agreement?
No, a written partnership agreement is not required in Massachusetts to form a general partnership. However, it is strongly recommended to prevent disputes in the future.
Can a general partnership in Massachusetts change its name?
Yes, a general partnership in Massachusetts can change its name by filing an Amendment to Certificate of Partnership with the Secretary of State’s office.
What types of businesses are best suited for a general partnership in Massachusetts?
General partnerships in Massachusetts are best suited for small businesses with two or more owners who want to share the profits and losses of the business.
How much does it cost to form a general partnership in Massachusetts?
The cost to form a general partnership in Massachusetts is $500.
Can a general partnership in Massachusetts elect to be taxed as a corporation?
Yes, a general partnership in Massachusetts can elect to be taxed as a corporation by filing Form 8832 with the Internal Revenue Service.
Do Massachusetts-based general partnerships need a business license?
A general partnership in Massachusetts may need to obtain a business license depending on the industry they operate in and the city or town they are located in.
Can a general partnership in Massachusetts be sued?
Yes, a general partnership in Massachusetts can be sued for debts, obligations, and damages incurred in the course of the business.
Can general partners in Massachusetts be sued individually?
Yes, general partners in Massachusetts can be sued individually for damages incurred in the course of the business.
How can a general partnership in Massachusetts be dissolved?
A general partnership in Massachusetts can be dissolved by mutual agreement of the partners, through a court order, or by filing a Statement of Dissolution with the Secretary of State’s office.
Does a general partnership in Massachusetts need to register for a tax identification number (TIN)?
Yes, a general partnership in Massachusetts must apply for a tax identification number (TIN) with the Internal Revenue Service (IRS).
Can general partners in Massachusetts take a salary?
No, general partners in Massachusetts cannot take a salary. Instead, they receive a share of the partnership’s profits, which is reported on their personal income tax returns.
Can a general partner sell his/her share of the partnership in Massachusetts?
Yes, a general partner in Massachusetts can sell his/her share of the partnership. However, the partnership agreement may contain restrictions on the sale of partnership interests.
Can a Massachusetts general partnership be converted into a different business structure?
Yes, a Massachusetts general partnership can be converted into a different business structure by filing the appropriate documents with the Secretary of State’s office.
Can a general partnership in Massachusetts own property?
Yes, a general partnership in Massachusetts can own property in its own name.
What happens to a general partnership in Massachusetts if a partner dies or withdraws from the partnership?
The general partnership continues to exist in Massachusetts unless there is a specific provision addressing the issue in the partnership agreement or in state law.
What documents do I need to keep for my general partnership in Massachusetts?
A general partnership in Massachusetts must keep financial records, business contracts, partnership agreements, tax returns, and any relevant correspondence.
Is it necessary to hire a lawyer for forming a general partnership in Massachusetts?
No, it is not necessary to hire a lawyer to form a general partnership in Massachusetts, but it is recommended for legal guidance.
Can out-of-state individuals form a general partnership in Massachusetts without physically going to Massachusetts?
Yes, out-of-state individuals can form a general partnership in Massachusetts without physically going to Massachusetts.

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Conclusion

A general partnership can be viable for individuals looking to establish a business in Massachusetts 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.

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