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Hidalgo County Herald
Lordsburg, New Mexico
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November 5, 2010     Hidalgo County Herald
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November 5, 2010
 

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HIDALGO COUNTY HERALD FRIDAY, NOVEMBER 5. 2010 3 SBDC Startups should weigh partnership, corporate structures By CANDICE LEE OF SOMMER, UDALL, HARDWICK & HYATT, P.A. Last Week's Small Business Deyelopment Center Business Report briefly talked about sev- er'al forms of legal structures for buMnesses. This week Ms Sommer' goes into more detail about two of those forms. Partnerships and corpora- tiohs are two common forms a startup business can take. Form- ing a corporation requires the business to register its articles or certificate of organization with the governing state agency. Partnerships aren't usu- ally ~vequired to register - though it's recommended they do - and can exist by default. A partnership consists of two or more owners operating a business. It cart be a general or a limited partnership. Most state laws consider two or more people who own a business partners by default, but many new owners don't realize the implications of ~his. Because each partner is jointly and severally, or individu- ally, liable for the partnership's obligations, the action of any partner binds the partnership, even if agreements are made with- out the other partners' knowledge or consent. One partner may in- vest more money in the business assuming that gives her more de- cision-making authority, but this is not the case unless spelled out beforehand. Ignorance of the rules can devastate a new business. To avoid common pitfalls, the part- ners should draft (or have their attorney draft) a comprehensive partnership agreement that ad~ dresses, at a minimum, contribu- tion amounts, allocation of ex- penses, distributions, manage- ment authority and limitations. dissociation, buyout rights, dis- pute resolution, admission of new partners and dissolution procedures. Without this written document, the default partner- ship rules of the partnership's ju- risdiction prevail, with results often not what the partners intended. For tax purposes, a part- nership is a flow-through entity, and all gains and losses pass through to the individual part- ners. In a limited partnership, the general partner runs the business and the limited partner receives returns on investment but makes no decisions. A limited partner cannot bind the partnership. With a corporate structure, equity consists of shares of stock and owners are shareholders or stockholders. Shareholders don't have personal liability for the corporation's obligations and don't run the corporation's every- day affairs: these duties fall on the officers or board of directors. Board members are UPCOMING EVENTS Continued from Page 1 Walking & Activity Club The Active and Alive Walk- ing & Activity Club meets from 12-2 PM at the Special Events Center on Mondays and Wednes- days. For more information call 575-537-0248 ext. 227. Medicare Part D, Health Care Reform Rosa Torres. Southern Re- Cancer support group Hidalgo County Health Consortium is offering a free on- line support group for those deal- ing with cancer or other medical needs. This support group offers support to survivors and caregivers or family and friends. The group leader is PLTC (people living through cancer) trained and is a survivor as well. Please email the following to chat or for. more info: gional Coordinator, with. Agog .... hidalgosurvlvors & J~ong-Term Services will be in Lordsburg on Monday, Novem- ber 29. 2010. in the HMS Confer- enc~ Room. 530 E. DeMoss St.. from 10:00 a.m.-2:00 p.m. for Medicare D enrollment. Please bring your Medicare cards. Medi- care D cards,'& all you medica- tior~s with you. A Sign-in Sheet will be available to all arrivals to best serve everyone.. For your information: Enrollment for Medicare D is November 15th through December 30m. however. if you have both Medicare & Medicaid. you may enroll for Medicare. D at anytime, if you choose to. For more information. please call Gloria Vargas @the HI~IS Family Support Office @542-3047 or 542-8384 ext: 0~. Please join us. Walk of Angels " T-shirts orders are now being tal~en for the 2''' annual Walk of Arlgels. Cost is $10 without pic- ture and $15 ~ith picture. Must be.paid in full by Nov. 5. 2010. Orders will also be taken at North PaYk during Discover Hidalgo County. For more information call Mary at 575-956-3227 or Becky at 575-590-0172. Line Dancing The Active and Alive Crooked Halos Line Dancing classes are held from 5-6 PM for intermediates and 6:15-7:30 PM for advanced at RV Traylor El- ementary School on Mondays and WedneSdays. For more infor- mation call 575-537-0248 ext. 227. .grouP @ yah