General partnership
Two or more owners, no entity formed, every partner liable — Form 1065 and a K-1 for each partner.
A general partnership is two or more people in business together without forming anything else. Like a sole proprietorship it can exist without paperwork. Each partner is personally liable for the partnership's debts, including the ones another partner ran up.
For tax it is a pass-through entity. The partnership files Form 1065, an information return, and gives each partner a Schedule K-1 with their share. It pays no income tax itself. Each partner pays income tax on their share, and a general partner owes self-employment tax on it.
General partnership
- Good at
- No state filing to exist.
- One layer of tax, passed through.
- Watch for
- Every partner is personally liable, for every partner's business debts.
- Can exist by accident, with no agreement on who owns what.
- Can't issue stock or options.
- Best for
- Very little. Most co-founders who would be one should form an LLC instead.
Where this lesson's rules come from
The sources behind this lesson's requirements, by kind. Background reading explains; it is never the authority for a rule. Anything marked as a convention is ours, not the rule-maker's.
- Federal statute
- 26 U.S.C. §1402(a), (a)(13) (opens in a new tab)Net earnings from self-employment include a partner's distributive share — except a limited partner'sFree to read
- IRS guidance
- IRS Pub. 541 (12/2025), Partnerships (opens in a new tab)Publication 541, PartnershipsFree to read
- IRS, Partnerships (opens in a new tab)Partnerships — Form 1065 and a Schedule K-1 for each partnerFree to read
- Instructions for Form 1065 (2025), When To File (opens in a new tab)Form 1065 — who files and whenFree to read
- Official form
- Form 1065 (2025) (opens in a new tab)Form 1065, U.S. Return of Partnership Income (PDF)PDF · Free to read
- Background reading — not an authority
- Wikipedia, “Partnership” (opens in a new tab)PartnershipFree to read
The words this page teaches
Each links to its glossary definition, which also names the authority behind it and the components that render it.
- General partnershipTwo or more people carrying on a business together for profit without forming another entity. Each partner is personally liable for the partnership's debts; it files Form 1065 and pays no income tax itself
- Pass-through entityAn entity whose income is taxed to its owners instead of itself — a partnership, an S corporation, a disregarded entity. Each owner is taxed on their share of the income, which need not match the cash the entity pays out
- Schedule K-1The statement a partnership (with Form 1065) or an S corporation (with Form 1120-S) gives each owner, reporting that owner's share of income, deductions and credits for their own return