Partnerships

Front 1

Partnership defined

Back 1

A partnership is an association of two or more persons to carry on as co-owners a business for profit

Front 2

Formation of partnership

Back 2

1) Agreement
2) Writing generally not required
3) Capacity
4) Legality of purpose
5) Consent
6) Statement of partnership authority

Front 3

Proof of partnership

Back 3

Presumption: sharing in profits
Evidence but no presumption:
1) Joint tenancy or TIC
2) Designate relationship as partnership
3) Venture requires extensive activity
4) Sharing of gross returns

Front 4

Classifications of partnership property

Back 4

1) Partnership capital
2) Partnership property

Front 5

What titled property is partnership property? (RUPA)

Back 5

1) Titled in partnership name
2) Instrument transferring title recognizes partnership
3) Presumption if purchased with partnership funds

Front 6

Property presumed to be partner's separate property (RUPA)

Back 6

1) Held in name of one or more partners
2) Instrument of transfer does not reference partnership
3) Partnership funds not used

Front 7

Indicia of untitled partnership property

Back 7

1) Partnership funds
2) Use by partnership
3) In partnership books
4) Close relationship between property and the business
5) Improvement with partnership funds
6) Maintenance with partnership funds

Front 8

Partner's interest in partnership

Back 8

1) Personal property
2) Transferrable without dissolving partnership
3) Attachable

Front 9

Rights of partners

Back 9

1) Management
2) Distributions
3) Indemnification
4) Contribution
5) Inspection
6) Lawsuits

Front 10

Events causing dissociation

Back 10

1) Express withdrawal
2) Happening of agreed event
3) Expulsion
4) Partner's bankruptcy
5) Death or incapacity
6) Appointment of receiver
7) Termination of a business entity that is a partner

Front 11

Dissociated partner's power to bind partnership

Back 11

1) Within 2 years
2) Act would have bound partnership before dissociation
3) Reasonably believed still partner
4) Did not have notice of dissociation

Front 12

Dissociated partner's liability to other parties

Back 12

1) Two years
2) Reasonably believed still partner
3) No notice

Front 13

Notice of dissociation

Back 13

File with secretary of state and all parties have notice of dissociation after 90 days

Front 14

Limited liability partnerships

Back 14

1) Terms and conditions voted upon by number needed to amend partnership agreement
2) File statement of qualification with secretary of state
3) Name includes LLP

Front 15

Limited partnership formation

Back 15

1) Certificate of limited partnership
2) Records office
3) Agent for service of process

Front 16

Admission of additional general and limited partners

Back 16

1) Per partnership agreement
2) Merger or conversion
3) Consent of all partners

Front 17

Duties of limited partner

Back 17

Generally, a limited partner owes no fiduciary duty to partnership and can compete against it, unless the partnership agreement states otherwise

Front 18

Rights of both general and limited partners

Back 18

1) Right to distributions
2) Right assign partnership interest
3) Right to transact business with partnership
4) Right to dissolve
5) Direct action against limited partnership by partner
6) Derivative action

Front 19

Rights specific to general partners

Back 19

1) Management rights
2) Right to information
3) Indemnification

Front 20

Rights specific to limited partners

Back 20

1) Management rights
2) Right to information

Front 21

Management decisions needing approval of all general and limited partners

Back 21

1) Amend partnership agreement
2) Convert partnership to LLLP
3) Dispose of all or substantially all partnership assets outside normal course of business
4) Admit new partner
5) Compromise partner's obligation to make a contribution or return an improper distribution

Front 22

Limited partners and dissociation

Back 22

1) No right to dissociate before termination of LP
2) After dissociation, limited partner treated as a transferee of the limited partner's transferable interest

Front 23

Dissolution of LP

Back 23

1) Judicially dissolved upon application of partner that is no longer practicable
2) Administratively dissolved for failure
3) Event specified in partnership agreement
4) Consent of all general partners and majority of limited interest
5) Dissociation of general partner and majority vote or 90 days after no general partners
6) 90 days after no more limited partners