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22 Cards in this Set

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WHAT IS A GENERAL PARTNERSHIP
Association of 2 or more persons who are carrying out business for profit.
HOW IS A PARTNERSHIP PRESUMPTIVELY FORMED?
By the contribution of money or services in return for a share of the profits, if any.
LIABILITIES OF GENERAL PARTNERS TO THIRD PARTIES
AGENCY PRINCIPLES APPLY (1) PARTNERS ARE AGENTS OF THE PARTNERSHIP FOR CARRYING ON USUAL PARTNERSHIP BUSINESS (2) PARTNERSHIP IS BOUND BY TORTS OF ITS PARTNERS DONE WITHIN THE SCOPE OF THE PARTNERSHIP BUSINESS (3) PARTNERSHIP IS BOUND BY CONTRACTS ENTERED INTO BY PARTNERS W/AUTHORITY
INCOMING PARTNER’S LIABILITY FOR PRE-EXISTING DEBT
AN INCOMING PARTNER IS NOT LIABLE FOR PRIOR DEBTS BUT ANY MONEY PAID IN BY THE PARTNER WHILE COMING INTO THE PARTNERSHIP CAN BE USED TO SATISFY DEBTS.
DISSOCIATING PARTNER’S LIABILITY FOR SUBSEQUENT DEBTS
A DISSOCIATING PARTNER RETAINS LIABILITY FOR FUTURE DEBTS UNTIL NOTICE OF DISSOCIATION IS GIVEN TO CREDITORS OR UNTIL 90 DAYS AFTER FILING NOTICE OF DISSOCIATION TO W/THE STATE
GENERAL PARTNERSHIP BY ESTOPPEL
ONE WHO REPRESENTS TO A 3RD PARTY THAT A GENERAL PARTNERSHIP EXISTS, WILL BE ESTOPPED FROM DENYING LIABILITY
WHAT IS A LIMITED PARTNERSHIP?
A LIMITED PARTNERSHIP IS A PARTNERSHIP WITH AT LEAST ONE GENERAL PARTNER AND AT LEAST ONE LIMITED PARTNER
HOW IS A LIMITED PARTNERSHIP FORMED?
MUST FILE A CERTIFICATE OF LIMITED PARTNERSHIP THAT INCLUDES THE NAMES OF ALL GENERAL PARTNERS.
LIABILITY AND CONTROL OF THE GENERAL PARTNERS IN AN LLP
HAVE PERSONAL LIABILITY FOR ALL LIMITED PARTNERSHIP OBLIGATIONS AND ALSO HAVE THE RIGHT TO MANAGE THE BUSINESS
LIABILITY AND CONTROL OF LIMITED PARTNERS IN AN LLP
THEY ARE NOT LIABLE FOR THE OBLIGATIONS OF THE BUSINESS AND THEY GENERALLY MAY NOT MANAGE THE BUSINESS EITHER.
FORMATION AND LIABILITIES OF A REGISTERED LIMITED LIABILITY PARTNERSHIP (RLLP)
FORMATION: MUST REGISTER W/THE STATE BY FILING A STATEMENT OF QUALIFICATION PLUS ANNUAL REPORTS
LIABILITIES: NO PARTNER (GEN. OR LTD) WILL BE LIABLE FOR PARTNERSHIP'S OBLIGATIONS
DUTIES BETWEEN PARTNERS
DUTY OF LOYALTY:
(A) NO SELF-DEALING
(B) NO USURPING
(C) NO SECRET PROFITS.
PARTNERSHIP CAN BRING AN ACTION FOR ACCOUNTING.
PARTNER’S RIGHTS IN PARTNERSHIP PROPERTY
1) LAND, LEASES OR EQUIPMENT BELONGS TO PARTNERSHIP
2)PROFITS AND SURPLUS: CAN BE TRANSFERRED, IT BELONGS TO THE PARTNERS
3)SHARE IN MANAGEMENT: NON-TRANSFERABLE BELONGS TO THE PARNERSHIP
WHAT HAPPENS WHEN THERE IS A CONFLICT BETWEEN PARTNERSHIP ASSETS AND PERSONAL PROPERTY?
ASK, WHOSE MONEY WAS USED TO BUY THE PROPERTY?
HOW IS THE PARTNERSHIP MANAGED?
ABSENT AN AGREEMENT EACH PARTNER IS ENTITLED TO EQUAL CONTROL (VOTE)
RULE FOR PARTNER'S SALARY
ABSENT AN AGREEMENT, PARTNERS GET NO SALARY

EXCEPTION: COMPENSATION CAN BE PAID, WHEN THE PARTNERS HELP IN WINDING UP THE PARTNERSHIP
PARTNER’S SHARE OF PROFITS AND LOSSES
ABSENT AN AGREEMENT, PROFITS ARE SHARED EQUALLY

ABSENT AN AGREEMENT, LOSSES ARE SHARED LIKE PROFITS
HOW IS A PARTNERSHIP DISSOLVED?
IN A PARTNERSHIP AT WILL WITH NO AGREEMENT, DISOLLUTION OCCURS ON NOTICE OF EXPRESS WILL OF ANY SINGLE PARTNER TO DISSOCIATE.

IN A PARTNERSHIP NOT AT WILL DISSOCIATION OCCURS UPON (1) THE HAPPENING OF THE AGREED UPON EVENT (2) IF HALF OF THE PARTNERS VOTE TO DISSOLVE WITHIN 90 DAYS OF THE DISSOCIATION OF 1 PARTNER
WHAT IS THE TERMINATION?
THE REAL END.
WHAT IS WINDING UP?
THE PERIOD BETWEEN THE DISSOLUTION AND TERMINATION IN WHICH THE PARTNERS LIQUIDATE THE PARTNERSHIP TO SATISFY THE CREDITORS
PARTNERSHIP LIABILITY FOR WINDING UP
FOR OLD BUSINESS: PARTNERS AND PARTNERSHIP RETAINS LIABILITY. NEW BUSINESS: LIABILITY UNTIL NOTICE OF DISSOLUTION IS GIVEN TO CREDITORS OR 90 DAYS OF FILING WITH THE STATE.
PRIORITY OF DISTRIBUTION WHEN THE PARTNERSHIP IS WINDING UP.
Each partner must be repaid his or her loans and capital contributions, plus that partner’s share of the profits or minus that partner’s share of the losses.

PRIORITY ORDER:

1) CREDITORS PLUS PARTNERS’ CREDITORS
2) CAP. CONTRIBUTIONS BY PARTNERS MUST BE PAID
3) PROFITS AND SURPLUS IF ANY