General partnerships (ANS/DA)
Are there at least two people who want to start up their own business? Do you work well with the person or people you want to set up a business with? Will the business entail few investments and little financial risk? If so, you should consider establishing a general partnership.
The key features of general partnerships:
- Unlimited personal liability. The business is carried out on the owners' own account and at their own risk
- Owned by at least two people. (Natural and/or legal persons)
- No requirement for invested capital
- Partners cannot be employees of the partnership. (But it is possible to have employees).
- Partners have inferior social security rights compared with employees.
- Not very investor-friendly
What is a general partnership?
A general partnership is a partnership where two or more owners (partners) either collectively or individually have unlimited personal liability for the business. The partnership's creditors approach the partnership in the first instance, but if the partnership is unable to settle its debts, the partners will then become liable to settle the claims.
General partnerships are regulated by the Partnerships Act. There are two main forms of general partnership:
- In a general partnership with joint and several liability (ANS), all the partners have unlimited and personal liability for the entire debt. Joint and several liability means that creditors can collect the entire debt from one of the partners, and it is therefore up to the partners to settle debts amongst themselves.
- In a general partnership with shared liability (DA), the partners collectively have unlimited and personal liability for the entire debt of the partnership, but each partner can only be charged up to its share of the liability. Each partner's share of the liability must be stated in the partnership agreement.
The partners' personal liability for accumulated debts will also continue to apply after a partner has left the partnership, unless a creditor has discharged the partner from liability. Partners who enter into a general partnership will also be liable for obligations established before the partner joined the partnership.
A partnership agreement is a written agreement which partners in the partnership must sign. The Partnerships Act stipulates minimum requirements regarding the provisions that partnership agreements must contain, but circumstances over and above the minimum requirements can also be regulated. New partners in a general partnership must enter into the partnership agreement in writing.
It is possible to alter the distribution of liability from ANS to DA or vice versa without any need to obtain a new organisation number. Such a change is made in the partnership agreement and notified to the Brønnøysund Register Centre.
Requirements concerning capital investments
There is no requirement for contributions when starting up a general partnership. Any contributions which are to be paid must be stipulated in the partnership agreement. If the contribution is settled in any form other than money, the partnership agreement must also state the value of the invested assets.
As a partner in a general partnership, you are not an employee and will not receive a salary. In addition, no employer's National Insurance contributions should be paid on withdrawals to the partners.
If the partnerships employs anyone who is not a partner in the partnership, the partnership becomes liable for the resultant employer's National Insurance contributions and will consequently have to pay the employee's salary and employer's National Insurance contributions.
Social security rights
As a partner in a general partnership, you will be considered to be self-employed. As a result, your social security rights will be inferior to those of employees.
Self-employed persons are entitled to sickeness benefits from the 17th day, with 75% coverage of the sickness benefit basis. This is in contrast to employees, who have 100% coverage from the first day. You can take out various insurance policies in order to improve your sickness benefit rights.
As a partner in a general partnership, you will not be entitled to unemployment benefit.
As a partner in a general partnership, you will earn pension contributions on your business income. You should be aware that most people will experience a substantial reduction in their income when they retire. Saving for your retirement is therefore important. You can also enter into private pension agreements.
Partners can decide whether they wish to take out withdrawals from the partnership as a distribution of profits or as remuneration for work. They must pay tax on this work remuneration in advance on four occasions per year. In order to receive a claim for payment, you must submit a tax deduction card in which you state the expected remuneration. On the basis of this, the tax office will calculate the amount of tax you will have to pay.
In most cases, the tax rate on the partners´ work remuneration is between 33.4 and 49.6 percent. There is also 22 percent tax on the partnership profits and 22 percent tax on distributions.
Value added tax
Value added tax (VAT) is a sales tax on goods and services. Some goods and services are exempt from VAT or subject to reduced rates. General partnerships with a vatable turnover of more than NOK 50,000 over a 12-month period must register in the VAT Register.
Commercial activity normally also triggers a bookkeeping obligation. This means that you must retain documentation of your incomes and expenses and arrange them in a system. In addition, general partnerships will have an accounting obligation when certain criteria are met. Accounting obligation entails that the company is to submit annual accounts to the Register of Annual Accounts. If you do not know much about accounting, you should consider asking an accountant to do it for you.
In some cases, general partnerships are required to have an auditor.
Roles in general partnerships
The partners' meeting is the supreme authority in a general partnership. The partners in the partnership are members of the partners' meeting and are entitled to attend meetings and vote.
General partnerships are not obliged to have a board or general manager, but the partners' meeting can still decide to have one or both.
In certain industries, you must have a permit to run a business. Examples of this are the catering/restaurant and cleaning services sectors.
Some advantages and disadvantages of general partnerships:
Easy to get started
No requirement for equity
Can build up equity with a lower tax rate
Unlimited personal liability
Partners cannot be appointed as employees
Not very investor-friendly
Setting up your own business is a big step. Realising your dream can also be both expensive and take up a lot of your time. In order to find out what will be required of you, it is important to take the time to prepare a thorough plan before you register your partnership.
Registration and organisation number
When the registration has been approved, you will be assigned an organisation number.