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31 Cards in this Set
- Front
- Back
- 3rd side (hint)
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What is a general partnership?
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An association of two or more persons to carry on as co-owners a business for profit.
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Association
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What is a joint venture?
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An association of two or more persons in a single business venture.
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Association
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What is the difference between a general partnership and a joint venture?
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A general partnership can mean an ongoing relationship whereas a joint venture is ususally for a one-shot deal.
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Ongoing versus one-shot
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What is a Limited Partnership (LP) ?
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A partnership with at least one general partner and one limited partner.
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Partnership, At least one of each
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What distinguishes a Limited Partnership from a General Partnership?
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In a limited partnership, limited partners will enjoy Limited Liability!
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Limited Liability
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What is a Limited Liability Partnership (LLP) ?
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A partnership that CARRIES MUCH GREATER PROTECTON from liability than exists in a general or limited partnersip.
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Greater Protection
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What does Limited Liability mean?
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Only liable up to personal investment.
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up to Personal Investment
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What does Liability mean?
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Legal responsibility
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What is General Partnership Law governed by?
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Model acts that the states adopt
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Acts
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What is the Uniform Partnership Act (UPA) and Revised Uniform Partnership Act (RUPA)?
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Model acts that govern partnership law.
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Joint ventures are essentially identical to partnerships and are governed by what?
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UPA or RUPA, depending on the jurisdiction
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What law governs Limited Partnersip Law in most jursidictions?
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The Revised Uniform "Limited" Partnership Act (RULPA)?
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What act was amended to provide limited liability for partners?
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RUPA
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RUPA Is functionally a form contract and provides what?
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Default rules
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By agreement, partners may vary most RUPA provisions but not prejudice rights of thrid parties. T or F
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True
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Is a written agreement required in a written partnership?
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No, unless the partnership will last more than a year
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Is an official filing required to form a General Partnership?
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No
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What are the characteristics of a General Partnership?
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1. Unlimited Liability for Partners
2. Pass-thru Taxation 3. An association of two or more persons to carry on as co-owners a business for profit. |
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Under RUPA, what is the name of the voluntary statement that can be filed in the Secretary of State's office?
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Statement of Partnership Authority
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How does pass-thru taxation work?
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1. The partnership files an informational return but pays no taxes.
2. Individual partners pay tax on allocated income, whether or not it is distributed. |
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When defining the term ASSOCIATION in the definition of a general partnership, what does Delectus Personae mean?
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Voluntariness. 1) Partners choose with whom they'll become partners. 2) Existing partners must consent to the addition of new partners.
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When defining the term ASSOCIATION in the definition of a general partnership, what does Intent mean?
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Not an intent to be "partners", but an intent to enter into the type of business relationship that the law deems a partnership. CONTENT CTLS FORM.
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Intent to enter
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When defining the term ASSOCIATION in the definition of a general partnership, what does "two or more persons having legal capacity mean?
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Minors can become partners
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What does the term Business for Profit exclude?
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Charitable, religious, & fraternal groups
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What does Co-ownership mean?
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1. Community of Interest: Sharing capital, control, profits/losses
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The sharing of profits and losses is prima facie evidence of a partnership, unless the profits were received in payment of what?
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1. Debt
2. Wages of an employee 3. Rent to a landlord 4. Annuity to a widow or rep of a deceased person 5. Interest on a loan 6. Consideration for the sale of goodwill |
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What are Purported Partners?
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Purported Partners. Where persons who are not partners are treated as such on the estoppel theory.
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What is partnership by Estoppel?
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Not a true partnership, but is a method of fixing liability on one who has held themselves out as a partner or has allowed others to them as partners.
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What actions deem a partnership by estoppel?
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1. Words or conduct that represent a partnership
2. Detrimental actions taken by the plaintiff in reliance on the representation 3. Representation was reasonably believed by plaintiff |
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What is the Aggregate Theory versus Entity Theory?
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The Aggregate Theory is held by UPA where the partnership is not a separate entity from the partners. The Entity Theory held by RUPA recognizes the partnership as a separate entity for most purposes.
Pass-thru taxation still exists in both cases. |
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What does having a separate entity mean in regards to a General Partnership?
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That the partnership itself continues to exist, even though the partners may come and go.
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