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14 Cards in this Set

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What is a general partnership?
An association of 2 or more persons who are carrying on as co-owners of a business for profit.
What formalities are needed to form a general partnership?
None.
What is the relationship between a general partnership and the sharing of profits?
The contribution of money or services in return for a share of the profits creates a presumption that a general partnership exists.
What agency principles apply to general partnerships?
a) Partners are agents of the partnership for carrying on usual partnership business.
b) Partnership is bound by torts committed by partners in scope of partnership business. c) Partnership is bound by Ks entered by partners with authority.
Are general partners liable for the debts of the partnership?
Yes, they are personally liable for such debts.
Are incoming partners liable for the pre-existing debts of the partnership?
No, but any funds they contribute can be used for such debts.
Are dissociating partners liable for the debts of the partnership?
Yes, even future debts. However, liability ends when the creditors are given notice of the dissociation; it also ends 90 days after filing notice of dissociation with the state.
What is general partnership by estoppel?
One who represents to a 3rd party that a general partnership exists will be liable as if a general Partnership existed.
What is a limited partnership?
Partnership w/ at least 1 general partner and at least 1 limited partner.
How is a limited partnership formed?
Must file Limited partnership certificate that includes the name of all general partners.
What rights and liabilities do general partners have in a limited partnership?
They are personally liable for all limited partnership obligations. They also generally have a right to manage the business.
What rights and liabilities do limited partners have in a limited partnership?
They have limited liability, ie they are not liable for the obligations of the limited partnership. Recently, IL has allowed limited partners to manage the partnership w/o giving up their limited status.
How are registered limited liability partnerships formed?
By filing statement of qualification plus annual reports.
What liability do partners in a registered limited liability partnership have?
no partner (not even general) will be liable for obligations of partnership itself. But, still liable for their own wrongdoing.