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Question: Where or whom do I register the 'name' of a general partnership with?

I have read that a general partnership doesn't need to have any legally binding (state/federal) document stating the owners/location/name etc. (although most references signify a need for a contract between the two partners). I have also read that there needs to be a potential registration with a state (in the form of 'registering the business' or 'registering the name').

This is all in addition to creating an EIN which seemed fairly straightforward.

But as I understand it, all assets/liabilities pass through to the owners anyways so there doesn't have a be a legal entity necessarily in control.

Basically, when I read the following

If you co-own the content with other individuals,
you must form a legal entity to own and receive payments for your content.

And am asked to provide

Company Legal Name (As written on bank documents)

Does that mean something more than just creating a joint bank account & getting an EIN? Such as some sort of official registration?

More info: Wisconsin, United States - Software Publishing electronically

Thanks in advance for any help.

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  • Where are you reading the statement "...you must form a legal entity...?"
    – feetwet
    May 28 '16 at 14:12
  • It is from the 'company information' section when registering to sell a video game with Valve on their steam platform. May 28 '16 at 14:22
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Legal entities can have many forms, purposes, and requirements. Most of the requirements are pushed on you, but (see the end) you usually have to go looking for state requirements to ensure the entity is fully compliant.

It appears that you are being asked by a counterparty "to form a legal entity to own content and receive payment." In the U.S. you need an EIN to receive payments. The letter you received from the IRS with your EIN should point you to guidance on federal tax filing requirements associated with that EIN.

The counterparty may also ask that the entity provide a bank account to receive payments, in which case you have to satisfy a bank's requirements for doing so, which typically include presenting some sort of partnership/operating agreement that satisfies them.

If the counterparty requests evidence that the legal entity "owns content" then you may have to provide an operating agreement and intellectual property assignment documents to satisfy them – it's up to them what they will demand to engage in commerce with an entity.

Finally, having formed an entity, state governments with any nexus to the entity (e.g., where its members reside or where it conducts business) may impose requirements. In the case of Wisconsin a partnership may be required to file taxes, and it may be required to obtain business permits.

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  • Thanks for the answer. This is my followup: If I specify the 'company name' as the combination of our two names such as 'A & B' then that implies a general partnership - therefor I should create a joint bank account in A & B 's names and file a EIN as 'A & B' Since we aren't directly selling anything (the counterparty is) and we do not require any licensing and we don't fall into any of the corporation requirements for Wisconsin - then that is all we will need to do. Would you say that is a more or less correct train of though? May 28 '16 at 15:33
  • @Spartan9209 - I don't know if "A & B" implies a general partnership. A bank won't open a joint personal account under an EIN. If you want them to use an EIN they will open a business account, and since it's not a sole proprietorship they'll require whatever they require for a GP. Also, NB: If you're holding property (including intellectual property) jointly with another person you should really have a lawyer draft a partnership agreement.
    – feetwet
    May 28 '16 at 15:45
  • Do you know if one would need to have a bank account setup with an EIN number to receive business payments on it? Or is taxes on the sale held entirely by the counterparty (they will be doing the selling and everything..just paying us the after math) May 28 '16 at 15:56
  • @Spartan9209 - If the counterparty requests your EIN they will do so with IRS Form W-9. I actually don't know of a mechanism that a business could use to confirm that the payments they're making are being received by that entity, instead of a joint personal account under the same name as the entity. Taxes are a whole other question, and depend on the nature of the business relationship and activities.
    – feetwet
    May 28 '16 at 16:09
  • Ok thank you for your feedback, much appreciated May 28 '16 at 18:02

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