by Kathleen Purdy, Olympic Peninsula SBDC; First published in the Olympic Business Journal
Here at the Small Business Development Center (SBDC), we work with all types of businesses — from sole proprietorships, to partnerships, to corporations with several owners. We’ve seen partnerships work exceptionally well and we’ve seen disasters.
A Successful Partnership
We’ve counseled many small businesses with more than one owner. In a great many of these cases the owners are also a married couple. As one couple said, “We want to continue to stay married to each other and therefore make the business partnership work!” Their marriage is the “glue” that keeps the business partnership working. But what if the partners aren’t married? Several years ago we worked with a non- married couple that started a business that was unique for this area. Soon their personal relationship ended. They separated their living arrangement, but both wanted to continue to work in the business. They did and were successful at it because they both believed in their business idea and wanted it to be a success. Later, one partner married and moved to Seattle. She couldn’t work in the business anymore and wanted her partner to buy out her half. She said “I want to be fairly compensated, but I also want the business to succeed.” Her partner agreed. We worked with them to come up with a buy-out plan that accomplished both goals. The business grew and did succeed.
While we hear more tales of disastrous partnerships than we’d like to, one short example may be illustrative. Two couples, in their late-thirties, fulfilled their dream of moving to the Olympic Peninsula and buying a business. The women were childhood friends. The men were friends as well. The four of them planned to run this business. Within 6 months after buying the business the personal and business relationship between the two couples was destroyed. They found out too late that being friends doesn’t mean you have the same goals for a business or the same values that guide operating it. We offered to mediate, but one couple refused, demanding to be bought out at double what they put into the business a mere six months ago. One couple did buy out the other and the lifelong friendship between the two women was gone.
How to Avoid Disasters in Partnerships
Before you take on a business partner, ask yourself some important questions:
• Why do you want a business partner?
• What financial contribution can your potential partner make to the business? Does your potential partner have access to credit and what is his/her financial situation?
• Do your skills complement each other?
• Do you both have the same vision for the business?
If you do decide to enter into a partnership, it is best to have a written partnership agreement. Although we advise seeing an attorney to assist you with it, here are some issues to discuss with your partner. Your answers will form the basis of your agreement. The first section deals with issues involving “getting into the partnership”:
“Getting Into the Partnership”
~What are the mission, vision, and goals of the business? Of each partner?
~What are each partner’s expectations of the business?
~Will the partners be equal?
~ What is the initial capital contribution of each partner? Are the contributions true investments or loans?
~What commitment of time, equipment, and other resources will you each make?
~What is the value of “other equity” such as “sweat equity”?
~What level of income will you each expect or need from the business?
Once you’ve worked out the issues to get into the partnership, turn to the actual running of the business and how you will do that in partnership:
“In the Partnership”
~ What are the roles and responsibilities of each partner? Who will do specific tasks? How will day-to-day decisions be made?
~Will partners make additional financial contributions?
~How will each partner share in profits and losses?
~What salaries, if any, are to be paid to partners?
~ Will you prohibit outside business activities that would be in competition with the partnership business?
~ How will disputes be resolved? Is there a “managing partner” who will make final decisions?
~Will new partners be added? If so, what procedure will be followed?
~Who can make commitments or expenditures on behalf of the company?
Since partnerships do end, now is the time to discuss how this will happen:
“Getting Out of the Partnership”
~ How will a break-up of the partnership be handled? What if one partner wants to keep the business? What if both partners want the business but no longer want to work together?
~ How will you determine the value of the business in case of death, incompetence, or withdrawal of a partner, or dissolution of the partnership for any other reason?
~Is a partner allowed to sell his or her portion of the business?
~ What happens in the event of the death of a partner? Is it specified in a legal will for each partner?
~ What happens if a partner gets divorced? What legal and financial impacts will that have on the business?
Getting Help in Forming a Partnership
Bringing a partner into your business is a key decision that will either help or hinder the business. We recommend reviewing the issues presented in this article and perhaps making an appointment with the SBDC to guide you and your potential partner in this task. We also recommend getting advice from your accountant and having your attorney assist you with the final agreement, typically referred to as a Buy-Sell Agreement.