Representing business clients in Ventura, Santa Barbara and San Luis Obispo counties

Partnerships and joint ventures are popular business entities because they are inexpensive and easy to form. They allow people to combine skills, ideas and resources with the goal of making profits and sharing losses. While a partnership or joint venture can be highly beneficial for business owners, it is important to take precautions when entering into such an arrangement.

At McCarthy & Kroes, a business law attorney can offer comprehensive support and guidance to individuals and businesses in Ventura, Santa Barbara, Santa Maria and San Luis Obispo. We help you understand the risks and rewards of partnerships and negotiate and draft beneficial agreements. In addition, we guide you through transactions and assist you in efficiently resolving disputes.


Under California law, when two or more people conduct business for profit as co-owners, a business partnership is formed. This is true even if the business owners did not intend to form a partnership. However, mere joint or common ownership of a property or income sharing does not in itself constitute a partnership, although a person who receives a share of business profits is presumed to be a partner in most cases.

Although a partnership is formed without filing with the secretary of state — making it easier to form than an LLC, a corporation or other business entities — negotiating and drafting sound partnership agreements is still an essential part of business formation. Partnership agreements should address all aspects of the business arrangement.

Because partnerships create an agency relationship, enabling each partner to bind the other by entering into contracts, taking out loans or filing taxes, it is important to limit the powers of each partner at the outset. If you fail to do so, you may be held personally liable for the business debts and judgments of your partner.

A San Luis Obispo area business lawyer can help you draft a comprehensive partnership agreement to address all types of partnership issues:

  • Contributions to the partnership
  • Voting powers
  • Profit and loss distribution
  • Management powers and responsibilities
  • Transfer of ownership of partnership interests
  • Buy-sell arrangements, disassociation and wind-up
  • Resolution of disputes

In addition, we help in the following ways:

  • Guide partners through all types of business transactions
  • Aid partners in protecting their intellectual property
  • Advise clients on employment issues
  • Counsel partners on compliance with state and local laws, including licensing, permits and tax laws
  • Help resolve all types of partnership disputes

Joint ventures

Joint ventures are similar to partnerships. However, they usually refer to temporary business arrangements that involve a single transaction rather than an ongoing business relationship. A joint venture is created when two or more individuals or business entities combine their property, skills or knowledge in a business venture and agree to share control of the transaction, and profits and losses.

business lawyer at our firm can assist individuals and businesses in negotiating and structuring the terms of a joint venture to limit risks and create a profitable business arrangement. We help you develop a comprehensive joint venture agreement, much like a partnership agreement, or form a new business entity if it is in your best interest. We also assist with all types of transactions and disputes.


While developing a thorough and unambiguous contract is the best way to avoid disputes, sometimes such advance planning is not possible. Our lawyers assist partners who do not have agreements and partners with unclear agreements or disputed contract terms with resolving all types of disputes. We help with breach of contract claims, disagreements during contract negotiations, and disagreements over all aspects of the partnership or joint venture:

  • Control of the partnership or venture
  • Partnership dissolution
  • Sale of the business
  • Transfer or acquisition of assets
  • Merger
  • Profit distribution or value of shares
  • Breach of fiduciary duty and misappropriation

Seek professional legal guidance when starting a partnership or business venture

Our lawyers at McCarthy & Kroes have knowledge, skills and experience gained over 25 years of legal practice that we dedicate to helping you and your business succeed. To learn more about partnerships or joint ventures and how we can assist you, contact us online or call 805.564.2085 today.