LAWS20059 - Term 1, 2020 Assessment 1: Partnership Business Analysis

This presentation analyzes the key characteristics of partnership business structures in Australia, differentiating between general and limited partnerships and recommending the latter. It simplifies the business setup process by highlighting the importance of specifying partner details, capital contributions, and authorities, as well as obtaining necessary registrations and licenses. The presentation emphasizes the value of written partnership agreements for clarity and dispute resolution, covering profit-sharing ratios, partner roles, and business dissolution processes, including insolvency, partner changes, and agreement expiration. It explains profit distribution, which is usually equal unless otherwise agreed, and the allocation of losses. The presentation concludes by explaining the dissolution of partnerships under various circumstances and the distribution of assets after settling business debts.

Transcript
Slide 1
Parties that are selecting “partnership” as their business structure have to evaluate
its key characteristics to receive its benefits. In Australia, it is divided into general
and limited. Partners have the option to share their profits equally in the case of a
general partnership along with their losses. However, the liability becomes limited in
the case of a limited partnership. It is my recommendations that selection of a limited
partnership will be a suitable option in your case.
Slide 2
The process of setting up the business is simpler because registration is not
mandatory for the parties. However, the registration benefits the parties. It is
important that the parties must specific the number of partners, details regarding
their capital contribution and their authority while establishing the business. They
must also apply for collecting “Tax File Number” that will allow them to file a separate
tax return for the partnership business. They must also apply in order to collect
relevant business licenses as well as registration certificate to conduct their
business. They should also create a partnership agreement in which they should
include details regarding profit sharing ratio, partners’ roles and authorities1.
Slide 3
Partnership agreements can be in written or oral format. However, written
agreements are recommended because it makes it easier for partners and third
parties to understand its terms which eliminate vagueness. It also facilitates easier
resolution of dispute between the parties since they are able to write and identify
each other’s roles, responsibilities and authorities in the business. It also assists in
protecting the interest of both minority as well as majority owners. It is also easier for
the partners to determine the future of the business when one partner dies or leave
the business2.
1 Business, Business Structures (2020) < https://www.business.gov.au/Planning/Business-structures-
and-types/Business-structures>.
2 LawDepot, Create your partnership agreement < https://www.lawdepot.com/au/partnership-
agreement/#.Xp4n3WYzbDc >.

Slide 4
Generally, profits in the business are distributed equally among the partners unless
they have agreed to a different profit sharing ratio. Furthermore, losses of the
business are distributed in the same ratio of the profits, unless provided otherwise.
Partners have the option to choose a separate profit sharing ratio based on their
capital contribution in the business. They have the option to specify any other ratio
as well which they find suitable.
Slide 5
The partnership is dissolved in case the business when into insolvency or when one
partner dies or become bankrupt. The court can also issue an order for mandatory
dissolution or one partner can also give written notice. When the business is not
owned by the partner or when their agreement expires, the partnership business is
dissolved as well3. In the case of dissolution, profits are used to repay debts of the
business and the remaining amount is shared between partners as per their profit
sharing ratio. No partner has a priority interest on the profits and they receive equal
share in the profits or as per the ratio which they decide.
3 David Hill, How to dissolve a business partnership (2018) <
https://australiandebtsolvers.com.au/research-centre/dissolve-business-partnership/ >.