Florida USLegal Pamphlet on Silent Partners

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Multi-State
Control #:
US-PMPH-17
Format:
Word; 
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Description

This pamphlet provides an overview of silent partners. Topics covered include what a silent partner is, steps to take before becoming a silent partner, and how buy-sell agreements are used.

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FAQ

Typically, silent partners are known to only contribute to the business by way of capital infusionthat is, investing money in the business entitywhile a general partner is an active manager in business operations.

A Silent Partnership Agreement may include the following:Information about the partnership, including name, place and purpose.Term of the partnership.Percentage of ownership in the business.Specific contributions to be made by each Partner.How additional contributions are handled by the partnership.

Rights of a Silent Partner. A silent partner has the right to earn investment returns (proportionate to his or her initial investment) with limited involvement and liability. Silent partners also have the right to review company financial statements and provide input on changes made to the partnership agreement.

Businesses earn profits based on the size of the company. Partners divide their profits equally. By contributing 50% of the startup money each will gain the right to 50% of the profits, Weltman wrote.

Although state regulations can vary regarding silent partners, their relationship with the business and their potential liability, silent partners are commonly protected from unlimited personal liability for any debts or obligations of the partnership business.

But what is a fair percentage for an investor? When it comes to angel investors, the general rule is to offer approximately 20-25% of your business earnings. If you're selling the business in its infancy, this is the amount that investors will expect in returns.

Although silent partners can involve themselves as needed, they usually don't participate in managing the business. Their ownership is motivated by return on investment. Silent partners can prevent other partners from making any drastic changes in business structure.

What Is A Fair Percentage For A Silent Partner? Typically, a silent partner's share of profit is around 10 percent. The company could net profits a 10 percent share in the partnership, since he invests $100,000 in a startup for $1,000,000.

In partnership businesses, ownership is allocated to each partner's capital account as a percentage of 100 percent, so silent partners should generally hold no more than 49 percent of the business.

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Florida USLegal Pamphlet on Silent Partners