business in US
WHAT IS A PARTNERSHIP IN THE U.S.?

According to the Florida Revised Uniform Partnership Act (FRUPA), a Partnership is an unincorporated association of two or more persons created to conduct business as joint owners for the purpose of making a profit.

REGULATIONS

A partnership in the United States is governed both by the laws of the state where it is registered and by its internal partnership agreement.

Even if no formal agreement exists, when two or more parties conduct business together, share profits, or engage in joint financial transactions, their relationship may still be legally recognized as a partnership. This means the parties automatically assume the rights and obligations imposed by state partnership laws, regardless of their original intentions.

Susanne Leone
Susanne Leone
Co-founder of the firm, Licensed Attorney
Education
  • University of Augsburg, Germany;
  • University of St. Thomas School of Law - Miami, USA.
Main specialization

Corporate Services

Languages
  • English
  • German
  • French
Flexible Management Structure

Partners can define their roles, responsibilities, and decision-making processes in a customized partnership agreement.

Tax Planning

Partnership structures are often advantage when used in tax planning with European parent companies.

Pass-Through Taxation

Partnerships are not taxed separately. Profits and losses “pass through” to the partners, helping foreign investors avoid double taxation in many cases.

Partnership Agreement
What Is a Partnership Agreement and Why Do You Need One?

A partnership agreement is a legally binding document that defines the rights, responsibilities, and obligations of each partner in a U.S. partnership.

While U.S. state laws govern partnerships by default, relying on generic legal rules can lead to conflicts and misunderstandings — especially for European entrepreneurs and foreign investors unfamiliar with U.S. business practices. A customized partnership agreement ensures clarity, reduces risk, and protects your interests by tailoring the structure to your specific business goals.

A customized partnership agreement sets out critical terms such as:

Ownership Shares & Profit Distribution

Defines how ownership is divided and how profits and losses are allocated between partners.

Decision-Making & Management Roles

Clarifies who manages daily operations, who makes key business decisions, and how voting rights are structured.

Capital Contributions

Outlines each partner’s initial and ongoing financial commitments to ensure transparency and avoid conflicts.

Establishes a clear process for resolving disagreements, helping partners avoid costly litigation.

Specifies what happens if a partner decides to leave, retires, or sells their interest in the business.

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TYPES OF PARTNERSHIPS
Types of Partnerships in the U.S. Explained

In the United States, there are three main types of partnership structures: General Partnerships (GPs), Limited Partnerships (LPs), and Limited Liability Partnerships (LLPs). Each offers different levels of liability protection, tax advantages, and management flexibility, making it essential for European entrepreneurs and foreign investors to choose the right structure when expanding into the U.S. market.

In the following section, we’ll use Florida as an example to explain how each type of partnership works.

GP

A General Partnership (GP) in the United States is a business arrangement between two or more individuals who agree to manage and operate a business together for profit. All partners are considered “general partners” and share equal management rights as well as unlimited personal liability for the debts and obligations of the partnership.

In Florida, GPs are governed by the Florida Revised Uniform Partnership Act (FRUPA). Unlike corporations or LLCs, a GP does not require formal registration with the Florida Division of Corporations (DOC). A partnership is legally recognized as soon as two or more people agree to conduct business together and may contribute cash, property, services, or other assets to the common capital.

However, even though formal registration isn’t required, GPs must still comply with other business registration and taxation requirements, such as obtaining necessary licenses, permits, and an Employer Identification Number (EIN)if applicable.

LP

A Limited Partnership (LP) in the United States is a business structure that consists of at least one General Partner (GP) and one Limited Partner (LP). The General Partner manages the business and assumes unlimited personal liability for the partnership’s debts and obligations. The Limited Partner, on the other hand, contributes capital and enjoys limited liability, but cannot participate in day-to-day management — in this way, their role is somewhat similar to a shareholder in a corporation.

In Florida, the creation and operation of an LP are governed by the Florida Revised Uniform Limited Partnership Act (FRULPA). To establish an LP, the partners must file a Certificate of Limited Partnership with the Florida Division of Corporations (DOC).

LLP

A Limited Liability Partnership (LLP) in the United States is a business structure designed for two or more partners who want to manage a business together while enjoying limited personal liability. Unlike in a General Partnership (GP), partners in an LLP are not personally liable for most business debts and obligations. This makes an LLP a popular choice for professional service providers — such as law firms, accounting practices, architects, and consultants — where multiple partners are actively involved in running the business.

In Florida, LLPs are governed by the Florida Revised Uniform Partnership Act (FRUPA). To form an LLP, partners must file a Statement of Qualification with the Florida Division of Corporations (DOC). Once approved, the LLP gains limited liability protections while maintaining the management flexibility of a traditional partnership.

WHY FORM A PARTNERSHIP IN THE U.S.?

Forming a partnership in the United States can be an option for European entrepreneurs and foreign investors who want to start or expand their business in the U.S. market. A partnership offers several advantages, including:

Our services
Our comprehensive services go beyond the initial formation

Forming a Partnership is a key milestone for your business - but it’s only the start.
We continue to support your entrepreneurial journey every step of the way.

From legal structuring to business expansion - we are your partner for every phase of your success.

Contracts

Drafting and negotiating contracts such as operating agreements, shareholder agreements, employment contracts, liability waivers, confidentiality agreements, and terms and conditions of sale

Purchase or sale

Assisting with the purchase or sale of businesses or business assets

Changes of structure

Implementing changes to company ownership structures

Updating structure

Updating management, officer, and director structures

GTC

Preparing General Terms and Conditions (GTC)

Website terms and policies

Creating website terms of use and privacy policies

Managing corporate compliance

Filing annual reports, preparing corporate resolutions and annual meeting documents, registering your company as a foreign entity in other U.S. states, and filing required state reports

Subsidiaries

Establishing subsidiaries in additional U.S. states

Connecting to network

Connecting you to our trusted network across the U.S. for additional services such as banking (account opening), real estate transactions (real estate agents), insurance needs (insurance brokers), tax filings (tax advisors), or specialized legal services outside our core practice areas

NEXT STEPS AFTER PARTNERSHIP FORMATION
NEXT STEPS AFTER
PARTNERSHIP FORMATION
EMPLOYER IDENTIFICATION NUMBER (EIN)

When forming a partnership in the United States, one of the first steps is obtaining an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The EIN is essential for federal tax purposes and is often required to open a U.S. bank account, hire employees, and comply with state and federal regulations.

You can apply for an EIN online and receive it immediately if you already have a valid Taxpayer Identification Number (TIN), such as an SSN, ITIN, or existing EIN. However, most foreign entrepreneurs and European investorsdo not have a U.S. taxpayer ID. In that case, you must complete IRS Form SS-4 and submit it by fax, mail, or phone.

The IRS does not charge any fees for applying for an EIN, but preparing the form correctly is crucial to avoid delays or rejections, especially for international applicants.

U.S. BANK ACCOUNT

Once your partnership is formed and you’ve obtained an Employer Identification Number (EIN), the next important step is to open a U.S. business bank account to receive payments, manage finances, and establish credibility with U.S. clients and partners.

In most cases, a representative of the partnership must be physically present to open a bank account with a major U.S. bank. However, due to strict banking regulations and Know Your Customer (KYC) requirements, each bank may have its own policies and documentation standards.

To avoid delays, we recommend contacting your chosen bank in advance to confirm the specific documents required. Typically, you’ll need:

  • Your partnership agreement

  • A valid EIN

  • Government-issued identification for the authorized signers

  • Proof of the partnership’s U.S. address (if applicable)

For European entrepreneurs and foreign investors, navigating U.S. banking requirements can be complex. Our team assists clients in preparing the necessary documentation and streamlining the account-opening process.

TRADEMARK

A partnership in the United States may choose to protect its name, logo, and brand identity by filing a trademark registration with the United States Patent and Trademark Office (USPTO). Registering a trademark helps safeguard your brand and intellectual property, preventing others from using similar names or logos that could cause confusion in the marketplace.

While there are many online services offering to register trademarks, patents, copyrights, domain names, and business names, it’s crucial to determine the best protection strategy for your partnership. For European entrepreneurs and foreign investors, consulting with an experienced U.S. business attorney ensures your trademark registration is handled correctly and aligned with your overall business goals.

LICENSES AND PERMITS

Depending on the nature of your business and the state or city where your partnership operates, you may be required to obtain specific licenses or permits before conducting business in the United States. For example, in Florida, certain industries - such as real estate, hospitality, healthcare, or financial services - have additional licensing requirements at the state or local level.

To ensure compliance, your partnership should consult a licensing specialist or contact the appropriate County Clerk or City Clerk office directly. Understanding and securing the correct licenses early helps avoid penalties, delays, and operational disruptions.