A partnership is a relation between two or more persons who join hands to form a business organization to earn a profit.
The persons who join hands are individually known as ‘Partner’ and collectively a ‘Firm.’
The partners provide the necessary capital, run the business jointly, and share the responsibility.
¿Debes estar pensando en cuánto capital aporta cada socio?
¿Todos los socios administran conjuntamente el negocio o cualquiera de ellos puede administrar el negocio por cuenta de otros?
¿Quién se quedará con las ganancias?
Si hay alguna pérdida, ¿quién sufrirá la pérdida?
Yes, these are the few questions that might be coming to your mind.
When you invite your friends to start such a business, it should be the duty of all of you to decide;
El monto del capital a aportar por cada uno de ustedes.
¿Quién se encargará?
¿Cómo se repartirán las ganancias y las pérdidas?
Thus, there must be some agreement between the partners before they start the business.
This agreement is termed as ‘Partnership Deed,’ which lays down certain terms and conditions for starting and running the partnership firm. This agreement may be oral or written.
It is always better to insist on a written agreement among partners to avoid future controversies.
Definición de sociedad, forma de organización empresarial.
La forma de propiedad unipersonal sufre ciertas limitaciones, como recursos limitados, habilidades limitadas y responsabilidad ilimitada..
Expansion in business requires more capital and managerial skills and also involves more risk. A proprietor finds himself unable to fulfill these requirements. This calls for more persons come together with different ages and start a business.
For example, a person who lacks managerial skills but may have capital, and another person who is a good manager but may at his capital.
When these persons come together, pool their capital and skills, and organize a business, it is called a partnership. Partnership grows essentially because of the limitations or disadvantages of proprietorship.
Let us consider a few definitions on partnership below;
A partnership firm is governed by the provisions of the Partnership Act, 1932. Section 4 of the Partnership Act, 1932, defines partnership as “a relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all.”
The Partnership Act-1932 says, “Partnership is the relation between persons who have agreed to share profits of a business carried on by any of them acting for all.”
The Partnership Act of America says, “The partnership is an association of two or more persons to carry on as co-owners a business for profit.”
“The partnership is the relation which subsists between persons carrying on business in common to profit”; British Partnership Act, 1890 (Sec-1).
The Uniform Partnership Act of the USA defined a partnership; “ai an association of two or more persons to carry on as co-owner a business for profit”.
According to J.L. Hanson, “a partnership is a form of business organization in which two or more persons up to a maximum of twenty join together to undertake some form of business activity.
Now, we can define partnership as an association of two or more persons – who have agreed to share the profits of a business that they run together.
This business may be earned on by all or any of them acting for all the persons who own the partnership business are individually called ‘partners,’ and collectively, they are called as firm’ or partnership firm.
The name under which partnership business is carried on is called “Firm Name’.
In a way, the firm is nothing but an abbreviation for partners.
Características de la forma de asociación de organización empresarial
Después de tener una breve idea sobre la asociación, identifiquemos las diversas características de la forma de organización empresarial de la asociación.
Dos o más miembros
You know that the members of the partnership firm are called partners.
But do you know how many persons are required to form a partnership firm? At least two members are required to start a partnership business.
But the number of members should not exceed 10 in the caso de negocio bancario and 20 in case of other business.
If the number of members exceeds this maximum limit, then that business cannot be termed as a partnership business.
Acuerdo
Whenever you think of joining hands with others to start a partnership business, first of all, there must be an agreement between all of you.
This agreement contains
El monto del capital aportado por cada socio;
Relación de participación en pérdidas o ganancias;
Salario o comisión a pagar al socio, si lo hubiere;
Duración del negocio, si lo hubiere;
Nombre y dirección de los socios y de la firma;
Deberes y facultades de cada socio;
Naturaleza y lugar del negocio; y
Cualquier otro término y condición para administrar el negocio.
Negocio legal
The partners should always join hands to carry on any kind of lawful business.
To indulge in smuggling, black marketing, etc., cannot be called partnership business in the eye of the law.
Again, doing social or philanthropic work is not termed as a partnership business.
Competencia de los socios
Since individuals join hands to become partners, they must be competent to enter into a partnership contract.
Thus, minors, lunatics, and insolvent persons are not eligible to become partners.
However, a minor can be admitted to the benefits of partnership, i.e., he can have a share in the profits only.
Participación en las ganancias
The main objective of every partnership firm is to share of profits of the business amongst the partners in the agreed proportion.
In the absence of any agreement for profit sharing, it should be shared equally among the partners.
Suppose there are two partners in the business, and they earn a profit of $20,000.
They may share the profits equally, i.e., $10,000 each or in any other proportion, say one fourth and three fourth i.e., $5,000/- and $2500/-.
Responsabilidad ilimitada
Al igual que el propietario único, la responsabilidad de los socios también es ilimitada..
That means if the assets of the firm are insufficient to meet the liabilities, the personal properties of the partners, if any, can also be utilized to meet the business liabilities.
Suppose the firm has to make payment of $25,000/- to the suppliers of goods. The partners can arrange only $19,000/- from the business.
The balance amount of $6,000/- will have to be arranged from the personal properties of the partners.
Registro voluntario
You don’t need to register your partnership firm.
However, if you don’t get your firm registered, you will be deprived of certain benefits; therefore, it is desirable. The effects of non-registration are:-
La firma no puede emprender ninguna acción en un tribunal de justicia contra otras partes para la resolución de reclamaciones.
En caso de disputa entre socios, no es posible resolver las disputas a través de un tribunal de justicia.
La empresa no puede reclamar ajustes por el monto pagadero o por cobrar de otras partes.
Sin existencia legal separada
Just like a sole proprietorship, a partnership firm also has no separate legal existence from that of its owners.
A partnership firm is just a name for the business as a whole. The firm means the partners and the partners collectively mean the firm.
Relación principal-agente
All the partners of the firm are the joint owners of the business. They all have an equal right to participate in their management actively.
Every partner has a right to act on behalf of the firm.
When a partner deals with other parties in business transactions, he/she acts as an agent of the others, and at the same time, the others become the principal.
So there always exists a principal-agent relationship in every partnership firm.
Restricción a la transferencia de intereses
No partner can sell Transfer his interest to anyone without the consent of other partners.
Example- A, B, and C are three partners. A wants to sell his share to D as his health does not permit him, also can not do so until B and C both agree.
Continuidad del negocio
A partnership firm comes to an end in the event of death, lunacy, or bankruptcy of any partner.
Even otherwise, it can discontinue its business at the will of the partners. At any time, they may decide to end their relationship.
Características de la asociación
Con base en la discusión anterior, ahora podemos enumerar las características de una forma de asociación de propiedad/organización empresarial de una manera más ordenada de la siguiente manera:
Existe un acuerdo entre los socios para compartir las ganancias obtenidas y las pérdidas incurridas en los negocios de la sociedad.
Relación contractual
Una sociedad se forma mediante un acuerdo, oral o escrito, entre los socios.
Existencia de negocios legales
Una sociedad se forma para realizar algún negocio lícito y compartir sus ganancias o pérdidas. Si el objetivo es realizar algunas obras de caridad, por ejemplo, no se considera sociedad.
Máxima buena fe y honestidad
Un negocio de asociación se basa únicamente en la máxima buena fe y confianza entre los socios.
Responsabilidad ilimitada
Like proprietorship, each partner has unlimited liability in the firm.
This means that if the assets of the partnership firm fall short to meet the firm’s obligations, the partners’ private assets will also be used for the purpose.
Restricciones a la transferencia de acciones
Ningún socio puede transferir su parte a ninguna persona externa sin solicitar el consentimiento de todos los demás socios.
Relación principal-agente
The partnership firm may be earned on by all partners or any of them acting for all. While dealing with the firm’s transactions, each partner is entitled to represent the firm and’ other partners.
In this way, a partner is an agent of the firm and the other partners.
Ventajas de la forma de asociación de organización empresarial
La forma de asociación de organización empresarial tiene ciertas ventajas, que son las siguientes:
Fácil de formar
Like sole proprietorship, the partnership business can be formed easily without any legal formalities. It is not necessary to get the firm registered.
A simple agreement, either oral or in writing, is sufficient to create a partnership firm.
A partnership is a contractual agreement between the partners to run an enterprise.
Hence, it is relatively eased to form. Legal formalities associated with formation are minimal. However, the registration of a partnership is desirable but not obligatory.
Disponibilidad de grandes recursos – Más capital disponible
Since two or more partners join hands to start a partnership business, it may be possible to pool more resources as compared to a sole proprietorship.
The partners can contribute more capital, more effort, and also more time for the business.
We have just seen that sole proprietorship suffers from the limitation of limited funds. Partnership overcomes this problem, to a great extent, because now there is more than one person who provides funds to the enterprise.
It also increases the borrowing capacity of the firm.
Moreover, the lending institutions also perceive less risk in granting credit to a partnership than to a proprietorship because the risk of loss is spread over several partners rather than only one.
Mejores decisiones: talento, criterio y habilidad combinados
The partners are the owners of the business. Each of them has an equal right to participate in the management of the business.
In case of any conflict, they can sit together to solve the problems. Since all partners participate in decision-making, there is less scope for reckless and hasty decisions.
As there is more than one owner in partnership, all the partners are involved in decision making. Usually, partners are pooled from different specialized areas to complement each other.
For example, if there are three partners, one partner might be a specialist in production, another in finance, and the third in marketing.
This gives the firm advantage of collective expertise for making better decisions. Thus, the old maxim of “two heads being better than one” aptly applies to the partnership.
Flexibilidad en las operaciones
La empresa asociada es una organización flexible. En cualquier momento, el Los socios pueden decidir cambiar el tamaño o la naturaleza del negocio o el área de su operación..
There is no need to follow any legal procedure. Only the consent of all the partners is required.
Like proprietorship, the partnership business is also flexible. The partners can easily appreciate and quickly react to the changing conditions.
No giant business organization can stifle such quick and creative responses to new opportunities.
Compartir riesgos
The losses of the firm are shared by all the partners as per their agreed profit-sharing ratios. Thus, the share of loss in the case of each partner will be less than that in the case of proprietorship.
In a partnership firm, all the partners share the business risks.
For example, if there are three partners, and the firm suffers a loss of $12,000 in a particular period, then all partners may share it, and the individual burden will be $4,000 only.
Taxation rates applicable to partnership are lower than proprietorship and company forms of business ownership/
Protección de intereses de cada socio
In a partnership firm, every partner has an equal say in decision making. If any decision goes against the interest of any partner, he can prevent the decision from being taken.
In extreme cases, a dissenting partner may withdraw himself from the business and can dissolve it.
The survival capacity of the partnership firm is higher than that of a sole proprietorship. The partnership firm can continue after the death or insolvency of a partner if the remaining partners so desire.
Beneficios de la especialización
Since all the partners are owners of the business, they can actively participate in every aspect of business as per their specialization and knowledge.
If you want to start a firm to provide legal consultancy to people, then one partner may deal with civil cases, one in criminal cases, another in labor cases, and so on as per their specialization.
Similarly, two or more doctors of different specializations may start a clinic in partnership.
Due to several representatives or partners of the firm, it is possible to develop a personal touch with employees, customers, the government, and the general public.
Healthy relations with the public help to enhance the goodwill of the firm and pave the way for the steady progress of the business.
There is nor divorce between ownership and management. Partners share in the ‘profits and losses of the firm, and there is motivation to improve the efficiency of the business.
Personal control by the partners increases the possibility of success. Unlimited liability encourages caution and care, oh the part of the partner.
Fear of unlimited liability discourages reckless and hasty action and motivates the partners to put in their best efforts.
Limitaciones de la forma de asociación de organización empresarial
A pesar de las ventajas anteriores, existen ciertos inconvenientes asociados con la forma de organización empresarial de asociación.
Analicemos todas estas limitaciones:
Responsabilidad ilimitada
The partners are jointly as well as separately liable for the debt of the firm to an unlimited extent.
Thus, they can share the liability among themselves, or anyone can be asked to pay all the debts even from his personal properties.
In a partnership firm, the liability of parties is unlimited. Just as in proprietorship, the partners’ assets may be at risk if the business cannot pay its debts.
Vida incierta
The partnership firm has no legal entity separate from its partners. It comes to an end with the death, insolvency, incapacity, or the retirement of any partner.
Further, any dissenting member can also give notice at any time for the dissolution of a partnership.
Falta de armonía
You know that in a partnership firm, every partner has an equal right to participate in the management.
Also, every partner can place his or her opinion or viewpoint before the management regarding any matter at any time.
Because of this, sometimes there is a possibility of friction, and quarrel among the difference of opinion may lead to the closure of the business on many occasions.
Capital limitado
Dado que el número total de socios no puede exceder de 20, el capital a reunir es siempre limitado. Puede que no sea posible iniciar un negocio muy grande en forma de sociedad.
No transferibilidad de acciones
If you are a partner in any firm, you cannot transfer your share of interest to outsiders without the consent of other partners.
This creates inconvenience for the partner who wants to leave the firm or sell part of his share to others.
Autoridad dividida
Each partner can discharge his responsibilities in his concerned individual area. But, in case of areas like policy formulation for the whole enterprise, there are chances for conflicts between the partners
Disagreements between the partners over enterprise matters have destroyed many a partnership.
Riesgo de autoridad implícita
Each partner is an agent for the partnership business. Hence the decisions made by him hind all the partners.
At times, an incompetent partner may lend the firm into difficulties by making wrong decisions.
The risk involved in decisions taken by one partner is to be borne by another partner also. Choosing a business partner is, therefore, much like choosing a married male life partner.
Falta de continuidad
La muerte o retiro de uno de los socios causa la terminación de la sociedad. Por tanto, sigue habiendo incertidumbre sobre la continuidad de la asociación.
Intransferibilidad de intereses
No partner can transfer his/her share in the firm io an outsider without the unanimous consent of all the partners.
This makes an investment in a partnership firm non-liquid and fixed. An individual capital is blocked.
Desconfianza pública
Una empresa asociada carece de la confianza del público porque no está sujeta a reglas y regulaciones detalladas. La falta de publicidad de sus asuntos socava la confianza del público en la empresa.
Disolución de una sociedad
The dissolution of a partnership firm merely involves a change in the relationship of partners, whereas the dissolution of the firm results in the complete closure of the business.
If any partner dies, retires, or becomes insolvent, but the remaining partners agree to continue the business of the partnership firm, it is considered a dissolution of the partnership and not the dissolution of the firm.
Dissolution of the partnership alters the mutual relations of the partners, whereas the dissolution of the firm terminates all relations and the firm’s business.
Upon the dissolution of the firm, the business ceases to exist as its affairs are wound up by selling assets, settling liabilities, and fulfilling partners’ claims. The dissolution of the firm refers to the dissolution of the partnership among all partners of a firm.
Conclusión
A partnership is a gathering of people who have agreed, via a deed, to do business and share the profit and responsibilities.
Sole proprietorship form of business organization has certain limitations. Its financial and managerial resources are limited.
It is also not possible to expand business activities beyond a certain limit. To overcome these drawbacks, another form, i.e., a partnership form of business, has come into existence.
A partnership is a relationship between two or more persons who have agreed to share the profits of a business carried on by all or any of them acting for all another way. A partnership is an association of persons carrying on business to make a profit.
A partnership is a relation between two or more persons who join hands to form a business organization to earn a profit.
The persons who join hands are individually known as ‘Partner’ and collectively a ‘Firm.’
The partners provide the necessary capital, run the business jointly, and share the responsibility.
Analicemos todas estas limitaciones:
