The partnership book: how to write a partnership agreement

715 Pages·1997·10.09 MB·English

by  Denis Clifford

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Page i
The Partnership Book
How to Write a Partnership Agreement:
Fifth Edition
By Attorneys Denis Clifford & Ralph Warner
Page ii
Disclaimer:
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packaged with the original printed version of the book.
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to differing interpretations. If you want legal advice backed by a
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applicable to your situation.
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the "Special Upgrade Offer" in the back of this book.) This book was
last revised in March 1997.
Fifth EditionMARCH 1997
CoverTONI IHARA
Design
Book DesignTERRI HEARSH
IndexJANE MEYERHOFER
ProofreadingLARA CARTWRIGHT
PrintingBERTELSMANN
INDUSTRY SERVICES,
INC.
Clifford, Denis.
The partnership book : how to write a partnership agreement / by
Denis Clifford & Ralph Warner. 5th ed.
p. cm.
Includes index.
ISBN 0-87337-371-5
1. PartnershipUnited StatesPopular works. 2. Articles of
partnershipUnited StatesPopular works. I. Warner, Ralph E.
II. Title.
KF1375.Z9C55 1996
346.73'0682
[347.306682]DC20
96-
8280
CIP
Copyright © 1981, 1984, 1987, 1991 and 1997 by Denis Clifford and
Ralph Warner.
All rights reserved. Printed in the USA.
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Page iii
Acknowledgments
Putting together this Fifth Edition of The Partnership Book was a
surprisingly big, and humbling, job. Without the help of many people,
we would have produced a less thorough and less readable book, and
had much less fun preparing it. So our gratitude and thanks to the
following friends:
First, we want to express our deep appreciation for the labors of Terri
Hearsh, who laid out the manuscript with professional skill and a keen
editor's eye. Next, to Kit Duane, an excellent editor, superb writer and
great friend. Moving on, several lawyer friends and partnership
experts who graciously gave us considerable time to discuss what they
(and we) have learned about partnerships: Lawrence A. Baskin, of
Krause & Baskin, San Rafael, California; Ted Lyman and Dick
Duane, of Duane, Lyman & Seltzer, Berkeley, California; Hayden
Curry, Oakland, California; Marvin Cherrin, Oakland, California; Tom
Fike, Oakland, California; and Steve Antler, Fort Bragg, California.
And several business friends who also greatly aided us in updating our
understanding of partnerships: Ray Castor, Carla Jupiter, Steve
Clifford and Carol Kizziah. Also of great help have been the many
thoughtful readers who've written us of their experiences forming
partnerships. We've used many of these readers' suggestions to expand
and deepen our coverage of partnership concerns in this edition.
Next, we want to thank our wonderful gang at Nolo Press, a truly
unique place to work. Even though we've grown too large to
acknowledge the names of each of Nolo's over seventy employees,
each one is part of the Nolo family and contributes to making Nolo
work. Collectively, they make it possible for us to bring you this book.
In addition, we want to specifically thank a few Noloids who
personally assisted with the editing and preparation of previous
editions of the manuscript: Stephanie Harolde, Tony Mancuso,
Barbara Hodovon and Ann Heron.
Finally, we want to express our continued appreciation to those who
helped us on previous editions: Bill Petrocelli, Marilyn Putnam, Brad
Bunin, Patti Unterman, Chris Cunningham, Christie Rigg, Walter
Warner, John Larimore and two partnership experts for suggestions
for improvements to the second editionRoger Pritchard, a Berkeley,
California small business advisor, and Attorney Elisse Brown of
Oakland. And maniacal thanks to our favorite sharp-penciled
accountants: Margot Miller, of San Francisco, tax expert for small
business owners; Bernard "Bear" Kamoroff, author of Small-Time
Operator; and Malcolm Roberts, Berkeley, another tax wiz.