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12 Cards in this Set
- Front
- Back
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DEFINITION OF PSHIP
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of 2+ persons carrying on, as co-owners, a business for profit
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LIMITED PARTNERSHIPS -
Formalities & Definition |
i) Formalities - file lmtd p-ship certificate w/ names of GPs
ii) Definition - a p-ship w/ at least 1 GP & 1 LP |
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REGISTERED LIMITED PARTNERSHIPS
- Formalities & Definition |
i) Formalities - register w/ state as RLLP & indicate profession
ii) Definition - LP limited to professionals |
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LLC's
- Formalities & Definition |
i) Formalities - file Articles of Org & publish for 6 weeks in 2 newspapers
ii) Definition - limited liability, life, liquidity & tax |
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DUTIES: GPs TO 3rd Ps
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i) Agency principles apply
ii) Personal liability for all debts of p-ship, incl. torts (w/in scope) or k (w/ authority) iii) Estoppel - One who represents to a 3rd party that a p-ship exists will be liable as if such p-ship exists. Sail boat example. |
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DUTIES: Incoming P's
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no liability for preexisting debt, but contributions may be used to pay such debt
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DUTIES: Outgoing Ps
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liability until death unless notice of withdrawal given to all known & potential creditors
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DUTIES: Partners to each other
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Fiduciary duty - owe duty of loyalty, may command accounting
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TRANSFER RIGHTS
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May only transfer right in profits & surplus, not management nor property owned by p-ship
a) If partner pays for property out of own money → Partner's personal property |
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DEFAULT P-SHIP AGREEMENT RULES
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a) Control - equally
b) Profits - equally c) Loses - like profits d) & No salary, except for "winding up" |
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GP LIABILITIES: Winding Up
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liable on
a) All transactions entered to wind up old contracts b) All new transactions until notice of dissolution given to existing & potential creditors |
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DISTRIBUTION
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i) Order ("First, all ___ must first receive...")
a) Outside creditors → Inside creditors → Contribs → Profits, if any ii) Each P receives amt = Loans + Contributions + Share Profits - Share Losses |
