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This is essentially a sole proprietorship with more than one proprietor. The partners agree to run the business together and share the profits and losses. Like a sole proprietorship, a partnership is not a taxable entity. So the profits (or losses) flow directly into the personal returns of the partners in proportion to their ownership. As in a sole proprietorship, there is no protection of personal assets. Each partner is jointly and independently liable for the debts of the partnership as well as the acts of the other partners. Because there is more than one person involved, you should most certainly have an operating agreement between or among you regarding your partnership. You should also have a buy-sell agreement a kind of prenuptial agreement specifying who can buy the interest of a partner who wants out (or was forced out, by dying, for example), and what events will trigger a buyout. The

They said Great Meanwhile, we had hired a consultant, Spencer Tall of Asia Pacific Ventures, who had done a lot of deals with Japanese companies He spoke Japanese fluently and, in particular, he had a personal relationship with Idei-san, who was the CEO of Sony at the time We told him, Look, we got this letter from Sony They said they re not going to do the deal with us He says, Well, let me find out why this thing got bottlenecked, how it actually got shut down He went and called Idei-san while he was in the United States this must be April of 1996, maybe May It turns out that he was at a business meeting in New York and he had his chief technology officer with him We re busily working, and, when you re building stuff, you re always doing different builds.

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They always have bugs in them None of them were really working, because we were in the development stage And I got a call from Spencer, who said, I just got off the phone with Idei-san He said that his guys didn t think the thing really worked and they re skeptical this would ever be successful as a product I told him he really should reconsider So he dispatched his chief technology officer on a private jet to your offices to get a demo This is your big chance to show it to them I said, Great When s he sending him He said, No He dispatched him He s in the air now He s going to be there in 2 and 1/2 hours.

I said, Spencer, we re in the middle of development here! We need more warning than 2 and 1/2 hours! We had been adding a bunch of code, so it was really crashing all the time at that stage So I went back and talked to Bruce and Phil and said, Look, we have one last chance with Sony Their CTO is coming here in 2 and 1/2 hours..

purpose of the buy-sell agreement is to ensure that everyone is treated fairly and that the business will continue smoothly. As you can imagine, these kinds of agreements can be fairly complicated and are always tailored to the specific conditions of the partners. You can find sample buy-sell agreements online if you re curious. The documents required by a partnership will most certainly require a lawyer. Depending on complexity, and how much disagreement is generated between the partners over the terms of the agreement, partnership agreements can run several thousand dollars.

recognized it as well So they got a lot of calls the LA Times, AOL, Microsoft wanting them to join their companies Those conversations were, Why don t you come and bring your project We ll host it and you can blow it out It started getting them to think about their project as a business, not just a hobby Then an article in Newsweek happened I think it was November of 94 or something like that Those 3 to 4 months were the critical period from going hobby to full-fledged business They were entertaining taking money and had decided, We don t want to sell ourselves Let s go for it, why not Even though people were more than happy to give them money, they thought, We need a business plan to take around on our VC visits.

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