The Partnership

A partnership is a type of business entity in which partners share with each other the profits or losses of the business undertaking in which all have invested.

In most countries, a partnership is a nominate contract between individuals who, in a spirit of cooperation, agree to carry on an enterprise, contribute to it, by combining property, knowledge or activities and to share its profit. Partners may have a partnership agreement, or declaration of partnership and in some jurisdictions such agreements may be registered and available for public inspection. In many countries, a partnership is also considered to be a legal entity, although different legal systems reach different conclusions on this point.

Partnerships are often favored over corporations for taxation purposes, as a partnership structure eliminates the dividend tax levied upon profits realized by the owners of a corporation.

The most basic form of partnership is a general partnership, in which all partners manage the business and are personally liable for its debts. Two other forms which have developed in most countries are the limited partnership (LP), in which certain «limited partners» relinquish their ability to manage the business in exchange for limited liability for the partnership's debts, and the limited liability partnership (LLP), in which all partners have some degree of limited liability.

The liability of a partner is significantly large. Every partner or person held out to be a partner is both an agent and principal of the firm and may thus bind the firm and the partners. Simply, each partner is his brother's proverbial keeper and will be responsible both legally and financially for the actions of the other partners in the general course of business.

The paramount characteristic of Limited Partnership is that a limited partner's liability will be limited. A limited partnership consists of one or more persons called general partners, who are liable for all debts and obligations of the firm; and one or more persons called limited partners, who contribute a sum or sums of money as capital, or property valued at a stated amount. A limited partnership may not normally consist of more than 20 persons. However, there are a number of exceptions to this rule. Limited partners are not liable for the debts and obligations of the firm beyond the amount contributed.

Limited partners may not draw out or receive back any part of their contributions to the partnership during its lifetime and take part in the management of the business or have power to bind the firm. If they do, they become liable for all the debts and obligations of the firm up to the amount drawn out or received back or incurred while taking part in the management, as the case may be.

Generally speaking, an individual or a legal body such as a company may be a partner in a limited partnership, either as a general or as a limited partner. A person cannot be both a general and a limited partner at the same time.

Notes:

1. partnership – компания, товарищество

2. limited partnership – товарищество на вере, коммандитное товарищество

2. business entity – фирма, компания, коммерческая организация, хозяйственная единица

3. nominate contract – договор определённой классификации, договор определённого установленного вида

4. partnership agreement – договор/соглашение о сотрудничестве

5. legal entity – юридическое лицо

6. dividend tax – налог на дивиденды (налог, взимаемый с суммы начисленных дивидендов; обычно вычитается компанией при выплате дивидендов акционерам)

7. general partnership – полное товарищество, товарищество с неограниченной ответственностью

8. limited partnership – товарищество на вере, коммандитное товарищество

9. limited partner – компаньон-вкладчик, компаньон с ограниченной ответственностью

I. Прочитайте тексту (без словаря).

II. Перепишите и письменно переведите на русский язык следующие предложения. Помните, что объектный и субъектный инфинитивные обороты соответствуют придаточным предложениям.

1. The director is said to manage the whole business successfully.

2. The tentative conclusion of existing studies is that the limited liability partnerships that expand trade flows appear to have a substantial dampening impact on conflict.

3. A partnership is said to be based upon a nominate contract between individuals who agree to carry on an enterprise, contribute to it, by combining property, knowledge or activities and to share its profit.

4. Many businessmen want the liability of a partner to be significantly large.

5. Such provisions are likely to be more effective if they are part of a broad and comprehensive agreement.

III. Перепишите и письменно переведите на русский язык следующие предложения. Обратите внимание на перевод зависимого и независимого (самостоятельного) причастных оборотов.

1. Firm’s profit increasing, much attention must be paid to advertising.

2. The richness of the model structure, however, requires that many key parameters be selected on the basis of an extensive literature search, with others being the result of a process of calibration to a single base- year observation.

3. Partners buying real estate and land, their debts and obligations increase.

4. Partnership having debts, bankruptcy may follow.

5. The firm has developed for three years, its profits and debts having always been available for public inspection.

IV. Перепишите и письменно переведите на русский язык следующие предложения. Обратите внимание на перевод условных предложений.

1. If they contribute their property, knowledge and activities to this firm, their partnership agreement will be very profitable.

2. If this step of “dispute avoidance” proves unsuccessful, the concerned party can forward its request to an arbitration panel comprised of representatives of both parties.

3. They would have signed the declaration of partnership if they had been satisfied with the partnership structure.

4. If the trade agreement (торговое соглашение) reduces border protection on investment goods and allows domestic producers to source cheaper and higher technology capital goods, members may benefit.

5. If the businessman wanted the dividend tax to be eliminated, he had to favor partnership over corporation.

V. Прочитайте, перепишите и письменно переведите текст.

VI. Ответьте письменно на вопросы по тексту:

1. Define the term partnership.

2. What are the basic forms of partnership?

3. For what purpose may partners prefer Limited Partnership?

4. How many partners may a limited partnership consist of?

5. Can a person be both a general and a limited partner at the same time?