10 sample provisions.
in a cpa firm, the equity partners are the “drivers.” they bring in business, retain clients by providing great service, lead others and develop staff into leaders. they drive the firm’s revenues and profits. their talent, leadership skills, personality and work ethic enable the organization to achieve excellence.
more: making partner: today’s 15 essential skills and traits | why non-compete and non-solicitation covenants matter | handling pay during the disability of a partner | why voting isn’t such a big deal | what’s in a (firm) name? | protect your business with a solid partner agreement
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all organizations need drivers to excel beyond the competition, to exceed being average. sports teams, governments, charities, orchestras and yes, cpa firms all need drivers. an organization that lacks drivers will slide to average or worse, mediocrity.
but firms need a second type of partner – those who have the skill and personality to play a leadership role in servicing and retaining clients but haven’t yet attained the “driver” level. many firms call these important players non-equity partners.
why have non-equity partners
the most common reasons to have non-equity partners are:
- to provide younger cpas with a track to equity partnership, giving them the time to develop their technical and business development skills. many consider this a partner-in-training program.
- to retain critically important staff who otherwise might leave the firm, but who lack the skills to be an equity partner.
- in the case of incoming personnel from mergers who were equity partners at their previous firms and retired partners working part-time, the non-equity partner position provides a way for these people to continue being called “partner” without conferring equity status to them.
to clients, staff and the community, a non-equity partner is a partner. non-equity partners’ business cards say “partner.” they attend partner meetings, manage a client base, have access to the firm’s financial records (excluding individual partners’ earnings) and may be eligible for a share of the firm’s profits in the form of an incentive bonus. they also may sign client reports if the firm’s quality control document provides for this.
twenty years or more ago, perhaps 20 percent of all firms (mostly those over $20 million) had non-equity partners. today, that figure is almost 60 percent. it’s clearly an organizational tactic that works. it’s interesting to note that accounting firms around the world operate with far fewer equity partners than u.s. firms.
sample language for your partner agreement
the firm, with the approval of the managing partner and a vote of the partners, may designate from time to time one or more persons as non-equity partners of the firm. non-equity partners legally shall be treated as employees of the firm and under no circumstance will they legally be considered equity partners under this agreement. as a condition precedent to personnel becoming non-equity partner, they will be required to sign an employment agreement with the firm that includes a non-solicitation agreement.
non-equity partners:
- may hold themselves out to the public as “partners.”
- may for payroll purposes be treated as employees; they will receive a w-2 form.
- may not be required to contribute capital; they will not have a capital account.
- may attend partner meetings, but may be asked to leave at times.
- may not participate in the firm’s partner retirement plan unless the firm specifically wishes to include them. note: there is a small but increasing trend, particularly at firms $15-20 million and larger, to include non-equity partners in the retirement plan, but with much smaller benefits.
- may not be responsible for any of the firm’s debts, liabilities or financial obligations.
- may receive the same confidential financial and operating documents of the firm that equity partners receive, with exceptions decided by the firm. the most common exception is access to compensation information of partners and staff.
- may not have an official vote at partner meetings. however, through their attendance at partner meetings, they are free to express their opinions and try to persuade other partners to vote in a certain manner.
- may not participate in the firm’s profits. however, they may be eligible to earn an incentive bonus that, in substance, is the same as sharing profits.
- may or may not hold a permanent position in the firm. it is up to the equity partner group to decide if a non-equity partner should be promoted to equity partner.