officer determination in partnership

[wsp]

Client is a partnership. Only two partners made over 150k. 3 more made 140k. If two of those three are considered officers then plan is not top heavy. If all three are considered officers then plan is top heavy. None of the three have any more or less real authority than the others. Partners regularly meet to discuss budgeting issues, hiring and firing decisions and such. However, majority owner makes final decision. So the word discussion is really that...a discussion. None of other partners have more than 1% stake in company.

Does such an arrangement and ownership structure preclude any of the others from being named as key employee so long as those three other partners don't earn over 150k? Since officer status is based upon facts and circumstances, it seems to me that majority owner can claim the minority partners have no authority and thus shouldn't be included and it would only come to light in an audit situation and even then only if documentation doesn't support his position.

[Kimberly S]

Does the partnership agreement name officers or otherwise spell out any authority for minority partners?