Critical Formation Choices: Checklists for Limited Partnerships and General Partnerships

By: Sally A. Schreiber

May 28, 2004

1. Who is your client?1
2. What is the name of the partnership?2
3. Who are the general partners and what are their street addresses and tax identification numbers?3

The answer to this question has several implications, including the overall bias of the agreement you will draft as well as your ethical responsibilities as a lawyer. As a general rule, it is difficult to represent more than one person in the formation of a partnership. This is true even if you are requested to do so and are assured that the persons asking you will never disagree because they are, for example, husband and wife, members of the same family, or lifelong friends.

2 With the exception described below for limited liability partnerships, there are no provisions relating to the name of a partnership in the Texas Revised Partnership Act, Article 6132b of Texas Revised Civil Statutes (hereinafter "TRPA").

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