Are you looking to run a business with one or more partners in the state of Colorado?
The simplest way to do this is to form a Colorado general partnership, which at its core is essentially just a handshake agreement between two (or more) people to operate a business together.
General partnerships are just one of several ways for multiple people to co-own a business, so in this guide we’ll describe how the general partnership compares to some other more formal business structures in Colorado.
What Is a General Partnership?
At its core, the general partnership bears the most similarities with the sole proprietorship. Both are unincorporated business entities that are viewed as extensions of their owners as people, rather than as separate legal entities. General partnerships often don’t even have business names, as they can be operated using the owners’ personal names.
Let’s take a look at two of the most important differences between general partnerships and formal business entities:
1) Taxation and Signature Requirements
Due to the lack of legal distinction between the general partnership and its owners, the “pass-through” model of taxation applies to this type of company. This means that the profits and losses of a partnership are claimed on the owners’ personal tax returns. Along those same lines, general partnership owners can sign business contracts using their own names instead of signing on behalf of the company, and customers are also welcome to write checks to the owners personally.
2) No Asset Protection
The most important distinction between general partnerships and formal business structures like corporations or limited liability companies (LLCs) is the issue of personal asset protection. In a general partnership, if your business is sued, your creditors are free to pursue your personal assets, including but not limited to your house, car, and even the contents of your personal checking account.
On the other end of the spectrum, owners of LLCs and corporations enjoy limited liability protection, which means that for the most part, creditors can only go after business assets, and the personal assets of the ownership group are left intact.
How to Become a Colorado General Partnership
If you want to start a general partnership in the state of Colorado, there is no formal business registration process to complete.
To form a Colorado general partnership, you simply need to start working with your partner or partners. In addition, unlike corporations or LLCs, there aren’t any formation fees or ongoing maintenance fees associated with filings like annual reports.
Although you do not need to file any formal paperwork with the State of Colorado to form your GP, the Secretary of State’s office does encourage most general partnerships to file a Statement of Partnership Authority. Keep in mind, however, that this form is completely optional.
While the actual legal requirements are incredibly simple, there are still some other steps that you might want to take, depending on your preferences and your goals for the company. Let’s discuss the additional steps that may or may not suit your business needs.
If you don’t want to use your personal name as your official business name, you can acquire a doing business as (DBA) name from the state of Colorado. With a DBA, you can use an assumed name in an official capacity, which is a great way to attract customers, as most people find that a business name adds legitimacy and professionalism to a business, as opposed to simply using the owners’ own names.
With a DBA, your general partnership can also open business bank accounts using the assumed name, which is another way to increase the professional aspect of your company. After all, it looks much better to have your company name on your checks, rather than just writing checks from your personal accounts.
Securing a DBA for your general partnership is quite straightforward in Colorado. You can start the process by running a business name availability search to see if your desired business name is available. Once you’ve confirmed that it is, you must file a Statement of Trade Name for a Non-Reporting Entity online. Keep in mind that to maintain your DBA, you will need to renew this filing each year.
Do you want more information on DBA registration in Colorado? Take a look at our full article on the subject.
Register for Taxes
Other than the fact that general partnerships have more than one owner, the other major difference between a sole proprietorship and a partnership is the fact that a general partnership needs to acquire a federal tax ID number, otherwise known as an EIN.
While sole proprietors can get away with just using their personal social security number, the partnership needs an EIN because ― even though partnerships do not file business tax returns ― it needs to file an annual information return with the IRS.
In addition to the EIN, your business may need to register for state or local taxes.
Certain partnerships in the State of Colorado may need to pay partnership income tax on all earnings from doing business in the state if they file for federal partnership income tax.
Additionally, you may also be liable for a number of business-specific taxes. Colorado general partnerships that sell goods or products, for example, will usually have to register for sales and use tax, and if your GP hires employees, then you will need to register for employer withholding tax. If you are unsure of your state tax liability, then you should Colorado’s helpful online business portal, MyBizColorado, to automatically register for any taxes that your business may owe.
Determine License and Permit Requirements
The state of Colorado does not have a general business license that all general partnerships are required to obtain. However, depending on what industry you operate in, your business may need licenses or permits to enable you to run your company in a compliant fashion.
Colorado has numerous industry-specific licenses and permits for businesses, so you should use MyBizColorado to help you determine which ones you will need to run your business in compliance with state laws.
You should also take the time to ensure that you register for any relevant local permits and licenses. Most Colorado cities, such as Denver, Colorado Springs, Aurora, Fort Collins, and Lakewood, have their own individual requirements, so you should ensure that you take all local requirements into account.
The general partnership is a much simpler business for multiple owners than a corporation or a limited liability company.
The state of Colorado doesn’t require any official formation for general partnerships, and they’re also not required to pay any formation fees or participate in ongoing maintenance filings like annual reports. However, the general partnership as a business structure has some serious weaknesses as well, like the lack of personal asset protection that leaves owners’ assets exposed to potential lawsuits.
We hope this article helped you determine whether you’d like to form a Colorado general partnership, or if there’s another business type that would better suit your needs. As always, we wish you a successful business future!