Para 2209-Business Organizations (Class 1-3)

Front 1

SOLE PROPRIETORSHIP

The advantages of a sole proprietorship include _______.

Back 1

ease of formation, no profit sharing, sole management and control, taxation.

Front 2

SOLE PROPRIETORSHIP

T/F Your business income is only taxed once as a part of your personal income.

Back 2

T;you don;t have to file additional papers and get taxed against those earnings.

Front 3

SOLE PROPRIETORSHIP

Some disadvantahes to sole props are _______.

Back 3

unlimitedliability;limited sources of capital;lack of continuity

Front 4

SOLE PROPRIETORSHIP

In order to legally operat a sole prop, one must have a _______. It must be obtained in the _______ where the business will operate. There must be one for every _______ of business. It must be renewed _______

Back 4

business license;city;branch or location;annually

Front 5

SOLE PROPRIETORSHIP

If a person is operating their business under any name other thn their given name, they must have a _______. You have to file for this in the _______ court where the business is cheifly operated. You must publish a notice of filing in the legal organ of the _______ where the business wll operate.

Back 5

ficticious name/trade name filing;superior;county

Front 6

SOLE PROPRIETORSHIP

T/F Every sole prop is required to file for a professioanl license.

Back 6

F; Only certain kinds of professons are required ot file a business license. An exapmple of this is chiropractor, dentist, contractor, accountant.

Front 7

SOLE PROPRIETORSHIP

If goods are being sold, all sole props must have a _______. The application must be filed with the _______.

Back 7

sales tax permit;state department of treasurer

Front 8

SOLE PROPRIETORSHIP

The sole prop is _______ for any debt or obligation of the business.Their _______ can be used to satisfy debts. This is known as _______.

Back 8

personally liablepersonal income;unliimited liability

Front 9

SOLE PROPRIETORSHIP

The four ways to prtoect yourself against unlimited liability are _______.

Back 9

1. limit of liability clause--a specific amount for which you can be sued
2. bonding--insure specific acts
3. personal unbrella policy--insurance to cover the personal assets of the sole prop
4. commercial general liabilty insurance--insurance on the business

Front 10

SOLE PROPRIETORSHIP

If the sole prop has no employees, they can use their _______ to file with the IRS. If they have employees, they must file for a _______.

Back 10

social security #;federal tax id#

Front 11

SOLE PROPRIETORSHIP

Some specific benefits of taxation in a sole prop are _____.(3)

Back 11

the income is onlny taxed once;business expenses can be used to offfset other sources of personal income;individual tax rates are usually lower than corporate tax rates

Front 12

SOLE PROPRIETORSHIP

A sole prop MUST file _____, _____ and _____.(TEST ????)

Back 12

a 1040;Schedule C to report loss or income;Schedule SE if their is a profit.

Front 13

SOLE PROPRIETORSHIP

Sole props terminate instantly upon _____. All business property reverts to the _____ of the deceased owner. This is a disadvantage because it can cause an abrut _____ in business

Back 13

death;estate;cessation

Front 14

AGENCY

A agency relationship is one where one person, the _____, acts on behalf of the other person, the _____.

Back 14

agent;principal

Front 15

AGENCY

The two types of agents are _____ and _____. The former is subject to direct _____ by the principal, Whereas the latter is expected to act _____ and the principal lacks the right to tell them how to do their job.

Back 15

employee/servant; independent contractor;control;independently

Front 16

AGENCY

The way GA distinguishes an employee form an independent contractor is whetehr the employer assumes the right to control the _____, _____ and _____ of the work.

Back 16

time, manner method of execution

Front 17

AGENCY

The trust and confidence that exost between a principal and an agent is called a _____.

Back 17

fidcuiary relationship

Front 18

AGENCY

As a part of a fiduciary relationship, and agent has _____. They are _____, _____, _____ and _____.

Back 18

implied duties;
1.performance and obedience
2. loyalty
3. notification
4. accounting

Front 19

AGENCY

As a part of a fiduciary relationship, and principal has _____. They are _____, _____ and _____.

Back 19

implied duties;
1. compensate
2. reimburse/indemnfiy
3. cooperate

Front 20

AGENCY

Agency authority is when the agent has the right to act on _____ of the principal.

Back 20

behalf

Front 21

AGENCY

_____ is when the principal directs the agent to perform specific acts. It can be _____ or _____.

Back 21

Actual authority;expressed;implied

Front 22

AGENCY

Express authority is when the principal gives _____ or _____ instructions to perform the act. Implied auythority is when the act is _____ to carry out the principal's directives.

Back 22

written;oral;necessary

Front 23

AGENCY

The exception to actual authroty is _____. Thats when the agent has the authroty to act in an _____.

Back 23

emergency pwoers;emergency situation

Front 24

AGENCY

_____ is when the agent doesn't actually posses the authority to act, but the _____ conduct casues a 3rd party to _____ believe the agent was authroized to act.

Back 24

Apparent authority;principal's;reasonably

Front 25

AGENCY

_____ is when the principal retroactively approves the acts of the agent.

Back 25

ratification

Front 26

AGENCY

T/F Both the agent and principal are always responsible for torts committed by the agent.

Back 26

F; Only the agent is always responsible--the principal may or may not be according to Vicarious Liablitiy and Respondeat Superior.

Front 27

AGENCY

_____ means "let the master answer" and it imposes _____ on the principal.The two requriements for that are _____ and _____. The exception to the latter is if the _____ exception.

Back 27

respondeat superior;vicarious liabilty;that the agent be a servant/employeeof the principal;that the agent be acting within the scope of their job;frolic and detour

Front 28

AGENCY

In order to satisfy appraent authority, these 3 conditions must be met:_____, _____ and _____.

Back 28

1. the principal held the agent out as the employee
2. the injured party justfiably relied on the agent based on the prinicipal
3. the reliance led to an injury

Front 29

SOLE PROPRIETORSHIP

Dba means _____.

Back 29

doing business as

Front 30

GENERAL PARTNERSHIPS

A general partnership is defined as an association of _____ or more people carrying on _____ for _____.

Back 30

two;business;profit

Front 31

GENERAL PARTNERSHIPS

Most states use the _____ or the _____ to regulate partnershp agreements. GA has adopted a _____ version of the former.

Back 31

UPA;RUPA;modified

Front 32

GENERAL PARTNERSHIPS

Some advantages of a general partnership are _____, _____ and _____.

Back 32

1. ease of formation
2. shared management and control
3. taxation--profits are divided and taxed individually

Front 33

GENERAL PARTNERSHIPS

Some disadvantages are _____, _____, _____ and _____.

Back 33

1. unlimited liability
2. limited sources of capital
3. lack of continuity
4. shared profits

Front 34

GENERAL PARTNERSHIPS

T/F The requirements for legally operating a general partnership are the same as sole propriteorshps with regards to trade name, business license, prodessional license, sales tax and employer id number.

Back 34

F; Itis the same in every case except the employer id #---a partnership must file for one regardless of whether or not there are employees.

Front 35

GENERAL PARTNERSHIPS

A partnership agreenet can be _____ or _____.

Back 35

expressed; implied

Front 36

GENERAL PARTNERSHIPS

The partnership has _____ that is separate fromt he of its individual members. It is deemed such based on _____, ____ and _____.

Back 36

1. capita contributions--cash or prop contributed by partners
2. property loaned to the partnership
3. property acquired with partnership funds

Front 37

GENERAL PARTNERSHIPS

Regarding loans tothe partnership it is wise to outline contractually _____, _____ and _____.

Back 37

1.that its a loan, not a gift
2. the loan period and repayment schedule
3. limit on partners ability to revoke the loan and claim the money or property

Front 38

GENERAL PARTNERSHIPS

Partnership property os calssified as _____. All partners have equal rights to partnership property and each of their _____ is required ti use or sell the properrty.

Back 38

tenancy in partnerships;consent

Front 39

GENERAL PARTNERSHIPS

A partner's iterest is determined b their share in the _____ and _____ of the partnership along with the _____ and _____ of the business.

Back 39

assets;liabilities;profits;losses

Front 40

GENERAL PARTNERSHIPS

Unless otherwise specified, in a partnership, _____ are shared equally and _____ are shared in the same proportions as the former.

Back 40

profits; losses

Front 41

GENERAL PARTNERSHIPS

Even if no partnership agreement exists, profits and losses aren't always distibuted _____. If their is a precedent for sharing losses, it applies to _____ and if their is a precedent for sharing profits, it applies to _____.

Back 41

equally;profits;losses

Front 42

GENERAL PARTNERSHIPS

A partner can assign their _____ to another person but that person does not become a partner without _____ consent from the existing partners.

Back 42

interest;unanimous

Front 43

GENERAL PARTNERSHIPS

All partners have equal _____ to participate in management unles the agreement says otherwise. Unless otherwise stipulated decisions are made with a _____. If there is a _____ in the partnership who oversees managemnt, a provision should exist o utling their authority. In any case, unanimous consent is necesary for acts outside the _____ course of business.

Back 43

rights;majority vote;managing partner;ordinary

Front 44

GENERAL PARTNERSHIPS

Each partner is an _____ of the partnership, and as such requires some authorutiy. The acts of one partner can _____ another.

Back 44

agent;bind

Front 45

GENERAL PARTNERSHIPS

Authroity is granted in the form of _____ and _____.

Back 45

partenrship agreements(Consqeuenceof breach, etc.);majority vote

Front 46

GENERAL PARTNERSHIPS

It is _____ when a 3rd party believies a partner had the right to act on behalf of the partnership. These claims can be refuted by _____ and _____.

Back 46

1. prior kowledge of the 3rd party that the partner was unauthorized
2. Filing a partnerhsip agreenet withthe superior court in your county outlining rights of the partnership

Front 47

GENERAL PARTNERSHIPS

Fidcuiary rights exist btw the partner and p-ship, and in addition partners are prohibited from _____, _____ and _____.

Back 47

1. diverting funds fromt he partnership
2. competing with the partnership
3. engaging on activities detrimental to the partnership

Front 48

GENERAL PARTNERSHIPS

In a p-ship each partner is entitled to _____, _____, _____ and_____.

Back 48

1. repayment of intial contribution
2. interstest on advances beyond initial contrib
3. interste on capital contributed starting from the day repaymetn should be made
4. equal right sin the management of the p-ship

Front 49

GENERAL PARTNERSHIPS

Each partner is required to _____.

Back 49

contribute equally towards losses

Front 50

GENERAL PARTNERSHIPS

The p-ship is required to _____ partners for any personal liability incurred in the courseof doing business.

Back 50

reimburse/indemnify

Front 51

GENERAL PARTNERSHIPS

No partner is entitled to _____ for services to the partnershipe xcept if it is a reasonable compensation for winding up p-ship _____. Also, they may not add new partners to the p-ship w/out he _____ of all partners.

Back 51

compensation;affairs;unanimous consent

Front 52

GENERAL PARTNERSHIPS

_____ is when more than one partner is held liable for an injury. It is divided _____. One partner responisble for the full amount is considered _____. In _____, there is only joint liability ad it is equal. In _____, there can be both. In this case, one partner may seek _____ from other partners if they are held solely responsible.

Back 52

joint liability;proportionally;severally liable;contracts;torts;reimbursement

Front 53

GENERAL PARTNERSHIPS

_____ is a rule reuiring creditors to first exhaust p-ship assets before personal assets.

Back 53

marshalling of assets

Front 54

GENERAL PARTNERSHIPS

T/F The ways of protecting a p-ship against liabilty are the same as sole props and include limitation of liability, CGL, umbrella protection and bonding.

Back 54

F; They include those, as well as indemnification clauses that require teh p-ship to reimburse the partners for any losses.

Front 55

GENERAL PARTNERSHIPS

When filing tax forms, partners must file _____, _____, _____ and _____.

Back 55

form 1065(report income);schedule k1each artner's losses/gains);form 1040(personal income);schedule e(p-ship incomes or losses)

Front 56

GENERAL PARTNERSHIPS

Ending a p-ship is multi-step process, where the p-ship is _____, then terminated and wound up. Dissouliton is ther termination of the right to do business other than winding up affairs.

Back 56

dissolved.

Front 57

GENERAL PARTNERSHIPS

The partnership is dissolved when:
_____, _____,_____, _____, _____, _____ and _____.

Back 57

1. an act specified in the agreemt
2. express will or withdrawal by a partner
3. expulsion of any artner in accordance w the agreemt
4. any unlawful act
5. death of a partner
6. decree of court under Code Section 14-8-32
7. other ciircumstances as provided by the partnners.

Front 58

GENERAL PARTNERSHIPS

_____ is when dissoultion is postponed for _____following the event causing the dissolutioin. If the dissolving partner waives disslution, the _____ can continue. After this, the p-ship will either _____ or _____. _____ partners must agree to continue the p-ship.

Back 58

Deffered dissoultion;90 days;p-ship;agree to contnue;terminate and wind up;all

Front 59

GENERAL PARTNERSHIPS

_____ is what the disassociating partner must recieve. The terms, which are dictated by p-ship agreemt can be as follows:_____.If a partner violets teh terms of the agreemt by disassocaiating, they may be _____ to the p-ship for damages.

Back 59

payment of partnership interest;stpiulated value, return of capital plus interest, formula based on earnings, formula based on value of assets;liable

Front 60

GENERAL PARTNERSHIPS

The desasscoaiting partner should file a _____ at the clerk's office to protect themself from _____ liability.

Back 60

statement of disassociation;future

Front 61

GENERAL PARTNERSHIPS

In GA the assets of the partnership are _____ and _____.

Back 61

pertnership proerty;contributions of partners

Front 62

GENERAL PARTNERSHIPS

The payment liabilities of the p-ship rank as follows: _____, _____, _____ and _____.

Back 62

creditors, loans from partners, capital, profits.

Front 63

LIMITED PARTNERSHIPS

A limited partnership ahs one or more _____ and _____. The limited partner can iinvest _____ and share _____ but they are not liable for debts and obligations; this is known as _____.

Back 63

limited partners;general partners;capital;profits;limited liability

Front 64

LIMITED PARTNERSHIPS

A _____ manages and controls the partnership. They are _____ for obligations of the partnershp.

Back 64

general partner;personally liable

Front 65

LIMITED PARTNERSHIPS

A _____ invests _____, _____ or _____. They are not _____ for obligtions of the partnership.

Back 65

limited partner;money;property;resources;personally liable

Front 66

LIMITED PARTNERSHIPS

GA uses the Uniform Limited Partnership Act (ULPA) and the _____ ULPA--the former is for cases prior to 1988, the latter is for cases after.

Back 66

revised

Front 67

LIMITED PARTNERSHIPS

In formation, the name of the partnershp must contain_____;it must be _____ from other partnerships oerated in the area; and there must be no words _____ that it is not a LP.

Back 67

LP;distinguishable;indicating

Front 68

LIMITED PARTNERSHIPS


In formation, the name must not include the names of the _____ unles the _____ shares that surname or the name was used before the partner became _____.

Back 68

LP;general partner;limited

Front 69

LIMITED PARTNERSHIPS

You can make a _____ prior to filing your paper work to ensure that it is available. If it isn't, you can resubmit within _____ w/out charge. You file and pay the _____.

Back 69

name reservation;10 days;Secretary of State

Front 70

LIMITED PARTNERSHIPS

Filing for a LP, you need a _____. This talks about the registered _____ and _____. This person is designated to receive _____. You must also file a _____. If you operate in another state, you must also file a _____. It is prohibitted from maintaining any lawsuit or other proceeding until it is registered in state.

Back 70

LP Transmittal Form;office;agent;service of process;certificate of limited partner ship;Foreign LP

Front 71

LIMITED PARTNERSHIPS

T/F Regarding business license, professional license, sales tax, employer id # and LP Agreement the requirements are the same as with General Partnerships.

Back 71

T

Front 72

LIMITED PARTNERSHIPS

Each LP is required to update their registration _____. It must be completed and rreturned btw _____ and _____.

Back 72

annually;January 1;April 1;

Front 73

LP

Exceptions to the limited liability of LP's are _____, _____ and_____.

Back 73

when the LP promises to contribute and fails to do so;LP knowingly permits the use of their name in the firm name;a 3rd party readily believes that the LP is a general partner (like apparent authority)

Front 74

LP

An _____ is when a partner believes they are an LP but due to an error, they are not. You can file a certificate stating that and the creditor can only pursue if they believed in _____ that the LP was a general partner.

Back 74

erroneaous LP;good faith

Front 75

LP

In a LP, the LP's approval is reuired to to _____, _____, _____, _____ and _____.

Back 75

1. act inconsistently w/powers set forth in agreent
2. interfer w ordinary business
3. posses partnership prop for reason non business-related
4. admit another general partner
5. confess a judgement against the p'ship

Front 76

LP

Under the ULPA, a partner could lose their staus as LP by participating in _____ of the p'ship. In GA, though, the law is leninet w/LP's even beyond the six _____.

Back 76

control;Safe Harbor Activities

Front 77

LP

For changes in LP'ships, abde by the agreemts set forth;otherwise, _____ consent is needed to add _____ becuz they are heavily involved in operations. You must file a _____ if a general partner joins or withdraws form the p'ship.

Back 77

unanimous;general partners;certificate of ammendment

Front 78

LP

Changes regarding LP's in the p'ship should be based on the _____ or _____ consent of all partners. No forms are necessary.

Back 78

partnership agreement;written

Front 79

LP

_____ says that a withdrawing partner is entitled to recievee the fair value of of the interest in the LP'ship.

Back 79

Withdrawing Partner's Right to Distribution

Front 80

LP

T/F Taxation for LP'ships is the same as general patrnerships with regards to paying on income form the p'ship and using p'ship costs to offset other sources of personal income.

Back 80

F;the method is the same for paying on income, but LP's can not use p'ship losses to offset other sources of income.

Front 81

LP

The four events that trigger dissolution in an LP are _____, _____, _____ and _____.

Back 81

1. events specified in the p'ship agreement
2. written consent of all partners
3. death of a general partner
4. a decree of judicial dissolution to dissolve the LP

Front 82

LP

Regarding dissolution, the _____ of a general partner is not automatic grounds thereis another _____ and the agreement allows for sustained business, or within _____ all remaing LP's agree to push on.

Back 82

death;general partner;90 days

Front 83

LP

In the _____ and _____ stages of dissolution, assets are distributed in the follwoing order:_____, _____, _____ and _____.

Back 83

termination;winding up;debts to creditors;distrib to partners for liabilities set forth in the agreemt;partner's contributin;partner's share of assets

Front 84

LP

A LP'ship can _____ the LP'ship when all _____, _____and _____ have been paid, and when _____;or when there are _____. The doc is filed with the _____.

Back 84

cancel;debts;liabilites;obligations of the partnership;the partners have receieved their share of the assets;no remaining partners;secratary of state