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25 Cards in this Set
- Front
- Back
- 3rd side (hint)
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5 steps to a partnership
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Association, of two ore more "persons", to act, of business, of a business for profit
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Apabb
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Where does partnerships come from
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Article I, Sect 8 USC, the fed gov cant amke laws about partnerships, its state law to decide
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UPA, Uniform Partnership Act
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Tells you d2 things
1. Tells you what you need to put into your partnership 2. Fills the gaps of agreements |
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How do partnerships share profits and losses
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However you want too, default equally
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what do you need to be a partner
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Capital required
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Sweat Equity
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Hard work or labor that is considered capital contribution
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Buy/Sell Clause
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how to exit
says 2 things: 1. Notice provistion (you must give notice to other partners before you leave) 2. Bring independent CPA to value partnership |
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Key Person insurance
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a provision where insurance is taken on partners incase something happens to the partner and the family wants to sell out
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What must every partnership do
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File certificate with locatin of where they live (all of partners)
Must know who partners are, can use DBA |
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Operations
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Every Partner has a right to participate in MGT .
Divided up by partners UPA says equal |
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Does partner get wages?
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NO they want to make more
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Rights of partners
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1. inspect books.
2. right to request right to partnership |
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Limitations
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No limitations
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personal use and partnershi
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No supposed to borrow for business, if they do you must inform other partners
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Obligations
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Fiduciary duty (loyalty and trust)
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What happens when somethin bad happens on the job?
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Let the superior respond
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Tort Law
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law to persons and property
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BiCanas liability
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liability flows back to all partners
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Types of Disolutions
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Volentary, Involentary by operatin of law, Involentary by judge
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Involneetary dissoution by operation of law
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Death, insanity, bankruptcy of a partner
OR illegality of business |
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how is money repaid when partnership is dissolved
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Loans-> loans to partners-> repay capital contrabution
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joint and several liability
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creditors go after any partner
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L.P. Limited Partnership
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limte partners with limited libality.
they have 0 voice in company. There is one general partner (usually corporatoin) |
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L.L.P. Limited liability partnership
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limited to the amount of investment, limited to our acts of fraud
** CAN only be for professionals (about 30 in NYS) No personal liability if no neglance commited |
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L.L.C. Limited Liability Company
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composed of members. Designed to allow foreign companie s to invest in US because limits liabilty to investment
if you do something, your responsible for it |
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