partnership agreement
| HelpRegister |
partnership agreement I was wondering how and if we needed to update the partnership agreement after a founding member was completely withdrawn from the club? We will also be having some new members enter the club this year, from reading so far we can take care of that with an addendum to our partnership agreement. Thanks for the help and pointing me in the right direction, Derek Unless your state requires something specific, I would just include a copy of the request for complete withdrawal and the associated withdrawal report in the file with your PA. Similarly, we attach a simple letter signed by a new member stating that they have received a copy of the PA and agree to be bound by its provisions to the existing PA.
Ira Smilovitz
In a message dated 09/02/09 22:23:53 Eastern Daylight Time, dsw1999bb@bivio.com writes:
We do something similar to Ira's club. We have a signature page that's an addendum to our PA. As someone leaves, the details are evidenced in our official minutes. We draw one line through the signature on our signature page with the date of the minutes in which it was evidenced. As new people enter the club, we have them sign the page on the date of their first meeting.
Technically, in Minnesota, if we have any change to the composition of our partnership, we're supposed to re-file our assumed named certificate ($45) and post another 2-day public notice in a local news publication (another $75-$90). But no on ever does.
You can find our signature page/addendum on our website below. It's the first item on the page. Just click on Partnership Agreement.
Lynn Ostrem, President
Crow River Investment Club
---- Lynn Ostrem <garbagecop@gmail.com> wrote: > > Technically, in Minnesota, if we have any change to the composition of our > partnership, we're supposed to re-file our assumed named certificate ($45) > and post another 2-day public notice in a local news publication (another > $75-$90). But no on ever does. > I knew Lynn would post almost these exact words... :-) Correction, Lynn. *Mostly* no one ever does. We refiled after ours was out of date by quite a few members. This filing indicates to the state who is allowed to do business on behalf of the partnership. If you have someone in the partnership doing your banking or dealing with the broker, I would suggest they be on this form. With respect to the rest of the statements regarding the PA, this is how our club does it also. Jeff
Jeff,
<<
I knew Lynn would post almost these exact words... :-)
Correction, Lynn. *Mostly* no one ever does. We refiled after ours was out of date by quite a few members. This filing indicates to the state who is allowed to do business on behalf of the partnership. If you have someone in the partnership doing your banking or dealing with the broker, I would suggest they be on this form. >> My question to you is 'Why?'. What benefit did you gain from refiling after
it was out of date by 'quite a few members'. If your bank and broker don't
insist on your refiling, why go to the extra effort and expense. And, secondly,
if it is important [which I doubt], why wait until it is out of date by 'quite a
few members'?
Rip West Saint Paul, MN ---- Rip West <ripwest@comcast.net> wrote: > > My question to you is 'Why?'. What benefit did you gain from refiling after it was out of date by 'quite a few members'. If your bank and broker don't insist on your refiling, why go to the extra effort and expense. And, secondly, if it is important [which I doubt], why wait until it is out of date by 'quite a few members'? Why? Because it is the law. And, why once it was out of date? That was more of an oversight. We lost four of the eight members and once we pulled in four to replace them, we re-examined everything and realized that we should have refiled. With the expense of the refiling, it was quite a heated discussion. Now, if we add another member, will we file? I don't know. Jeff
Jeff,
<<
> My question to you is 'Why?'. What benefit did you gain from refiling
after it was out of date by 'quite a few members'. If your bank and broker don't
insist on your refiling, why go to the extra effort and expense. And, secondly,
if it is important [which I doubt], why wait until it is out of date by 'quite a
few members'?
Why? Because it is the law. And, why once it was out of date? That was more of an oversight. We lost four of the eight members and once we pulled in four to replace them, we re-examined everything and realized that we should have refiled. >> What law is that? Could you give me a little direction on that? You are
aware, are you not, that under IRS regs, an investment club is not a business. I
always thought that registering your name is only to protect yourself from
having others use the same name. That being the case, I don't really want to
spend money and time on that protection. If somebody objects, I will just change
the name.
btw, years ago we started up a model club made up of NAIC webops. The
lawyer in our group, after doing some research, decided it was not worth while
to go through the registering process.
Rip West Saint Paul, MN
> What law is that? Could you give me a little direction on that?
<
Maybe https://www.revisor.leg.state.mn.us/statutes/?id=333.01 or
http://www.sos.state.mn.us/home/index.asp?page=180?
Jim,
<< > What law is that? Could you give me a little direction on that?
<
Maybe https://www.revisor.leg.state.mn.us/statutes/?id=333.01 or http://www.sos.state.mn.us/home/index.asp?page=180? >>
I looked at both references. They are for registering business. Investment
clubs are not a business. As I said, before, my best resource was a lawyer,
familiar with investment clubs, who determined that registering was not
required.
Rip West Saint Paul, MN
https://www.revisor.leg.state.mn.us/statutes/?id=333.035. This is the one that specifies an amended form must be filed.
From: club_cafe@bivio.com
[mailto:club_cafe@bivio.com] On Behalf Of Jim Thomas > What law is that? Could you give me a little direction on that? <
Maybe https://www.revisor.leg.state.mn.us/statutes/?id=333.01 or http://www.sos.state.mn.us/home/index.asp?page=180?
333.035 refers back to 333.01. 333.01 specifies that a certificate must be filed in order to "conduct or transact a COMMERCIAL BUSINESS" (emphasis added). Investment clubs do not conduct a business as they do not provide goods or services to parties other than the principals of the partnership. This it would appear to me (a non-attorney) that investment clubs do not have to register with the state.
Ira Smilovitz
In a message dated 09/03/09 21:30:40 Eastern Daylight Time, jeff1851@charter.net writes:
We were told when we got a tax ID number that we had to file a certificate. I called the Sec of States office this morning and was told that they did not know if it was needed (yeah, that was helpful). The SoS office said that if they get the form, they will file it.
So, the bottom line is that it is unclear if we really need it, but the path we took to get the tax ID number led us into getting the certificate and all the baggage that goes with it.
Jeff
From: club_cafe@bivio.com
[mailto:club_cafe@bivio.com] On Behalf Of iras1 333.035 refers back to 333.01. 333.01 specifies that a certificate must be filed in order to "conduct or transact a COMMERCIAL BUSINESS" (emphasis added). Investment clubs do not conduct a business as they do not provide goods or services to parties other than the principals of the partnership. This it would appear to me (a non-attorney) that investment clubs do not have to register with the state.
Hi Jeff,
Thanks for your diligence in pursuing this. Like you, I have never received
a satisfactory answer from the Secretary of State office about the need for an
investment club to file. Sometimes, they said 'yes'. Other times, they were more
truthful and said they didn't know. My take continues to be that I don't need
the protection of keeping my club name sacred, so why bring on a bunch of
charges everytime our partnership agreement changes.
I venture to guess that almost all clubs register at the start, and then
never do anything again even after the membership changes. That procedure makes
no sense at all to me.
Rip West Saint Paul, MN It’s hard to clarify some of these things sometimes.
When my club started over 10 years ago we were told that we couldn’t file a DBA without getting an EIN number and then we were told that we couldn’t get an EIN number without an official club name.
That’s why we named our club Cash22
We finally got the forms filled out and filed and it’s been a great club (and a great name) ever since.
Laurie Frederiksen |
|
||||||