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21 Cards in this Set
- Front
- Back
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how is a partnership formed
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no formalities to becoming general partners, no writing, filing required.
deemed member of general partnership from CONDUCt alone - |
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what is the definition of a partnership
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association of 2+ people carrying on as co-owners of a business for a profit.
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what agency principals apply to partnerships
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1) partners are agents of partnership for purpose of carrying on usual partnership business
2) partnership is bound by torts committed by partners in the scope of partnership busines 3) partnership is bound by contracts entered into by partners with authority |
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what are general partners personally liable for
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the debts and obligations (including torts!) of the partnership.
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are incoming partners liable for pre-existing debts, incurred before becoming partner?
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no, but his contribution to partnership can be used to pay these off
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is outgoing partner liable for subsequent debts of partnership
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yup, until he dies or withdraws from partnership (giving notice to future creditors)
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what happens if someone represents themselves as being in a partnership, but they're not?
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will be estopped form denying it and will be liable as if parntership exists
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what is a limited partnership
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partnership with at least one general partner and at least one limited partner. by definition limited partners have limited liability and threfore are not liable for debts/obligtations of business, but also can't exercise control over it
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how is a limited partnership formed
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formation requirement - must file a certificate of limited partnership with the department of state that includes names of all general parnters
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what is a registered limited liability partnership
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general partnership engaged in professional services
must file certificate of registration with dept. of state liabilities - no partner will be liable for the debts/obligatoins of the business form (but always liable for own wrongdoing and anyone in yyour supervision) |
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what is a limited liability corporation
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designed to give owner of busines sthe same limited liability that shareholders of corp get.
limited liability+ limited liquidity+ limited life+ limited tax |
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how is an l.l.c. formed?
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file articles of organization (not incorporation) and must publish summary of these articles once a week for six weeks in a row in two newspapers
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what are rights and liabilities b/w parnters
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1) partners are fiduciaries of each other and partnerships
a) duty of loyalty - no self dealign - no usurping partnership opportunities- no engaging in secret, undisclosed profits b) bring action of accounting against breaching partner to recover losses caused by breach and disgorge illgotten gains 2) partners rights in partnership pproperty a) specific partenership assets/land/lease/equipment -cannot be transfered by individual partner b) share of profits/surplus-personal property can be transferred by partner c) share in management - owned only by partnership itself - can't be transferred if partnership was used to buy property - its partnerships property; if personal money, personal proeprty |
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absent an agreement to the contrary, what are the rights of partners pertaining to managemetn?
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each partner is entitled to equal control /vote
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absent an agreement to the contrary, what are the rights of partners pertaining to salary
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no salary (just share of profits) UNLESS winding up partnership
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absent an agreement to the contrary, what are the rights of partners pertaining to share of profits and losses
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1) profits and losses are shared equally
2) losses are shared like profits |
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what is dissolution
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any material change in partnership cuased by death or withdrawal of any single general partnership
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termination
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real end
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winding up
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period b/w dissolution and termination
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do partners receive compensation for winding up
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yes.
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priority of distribution?
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first creditors are paid (outside creditors, then inside creditors who loaned money to partnership
then any capital contributions by partners are paid then profits and surplus are shared equally, in absence of agreement |
