- Legal vs tax
- State-law partnership. Default federal tax is partnership (Form 1065 + K-1s) unless it elects otherwise where allowed.
- Liability
- General partners are typically jointly and severally liable for partnership obligations.
- Default federal tax
- partnership
- Other federal options
- —
- Formation / maintenance
- May arise by conduct. A written partnership agreement is still the control document.
- Public-record notes
- May have little statewide filing. That does not reduce partner liability or tax reporting.
- Succession
- Buy-sell and withdrawal terms live in the agreement. Default statutes are a poor substitute.
- Investor fit
- Awkward for passive capital. Liability and control are usually too mixed.
Disqualifiers
- Need limited liability without converting
- Need corporate equity classes
Professional review: cpa, attorney.