Tg Partnerships

Front 1

Discuss the formation & diss of a limited partnership?

Back 1

1. Formation - certificate must be filed with state and should include name, purpose, location, term, capitalization & contributions for each ptner.

2. Dissolution - assets will be distributed in the following order to creditors: distributions in arrears, cap contributions and undistributed profits.

Front 2

What are a partner's rights in relation to a p/s?

Back 2

1. Share of profits
2. Mangemnt input
3. Inspection of bks
4. Compensation
5. Dist of Capital
6. Repayment & int on loans
7. Use property for p/s
8. Convey title to prop if authorized

Front 3

What are a partner's duties to p/s?

Back 3

1. Good faith & loyalty
2. Info disclosure
3. Accounting
4. Obedience
5. Reasonable Care

Front 4

How are a partner's actions relevant to a p/s?

Back 4

As a partner is an agent of the p/s and as such, the p/s is liable for it's partner's actions within their express, implied or apparent authority.

Front 5

What p/s actions req unanimous approval?

Back 5

1. Admin of new partner
2. Assignment of p/s prop
3. Conversion to surety or guarantor
4. Handling of certain claims
5. Disp of GW
6. Any act which infringes upon bus

Front 6

What factors must be considered in the assignment of a p/s interest?

Back 6

1. Assignor remains liable
2. Assignee does not become a partner
3. Assignee does not receive rights to mangment, accting & property.
4. Assignment may occur w/o other partner's approval

Front 7

Distinguish btw p/s prop and p/s int.

Back 7

Prop - may be real or personal. Usually donated to or purchased with p/s funds.

P/S int - pp representing a partner's share of p/s profits. It's assignable and inheritable.

Front 8

What are the diff levels of a p/s int?

Back 8

1. Gen'l ptner
2. Limited ptner
3. Minimal
4. Secret
5. Silent

Front 9

What events may result in a dissolution of a p/s?

Back 9

A dissolution of a p/s occurs upon admission of a new partner or departure of an existing partner. Such event may be the result of death, incapacity, illegality, agreement, withdrawal, war, court decree and bankruptcy.

Front 10

To what extent may a partner be held liable for debts and liab of a p/s?

Back 10

1. New Prtner - liable for pre-existing debt only to extent of cap cont. May become personally liable by assumption or novation.
2. Leaving prtnr - liable for pre-exist debts to date of leaving. Not liable after as long creditors had notice.
3. Criminal liab - limited to personal participation. Not liable for crimes of other partners.
4. Torts - general partners are liable. Limited are NOT!
5. Deceased prtnrs estate - liable for p/s debts while he was a prtner.

Front 11

How does the dissolution of a p/s affect the partner's authorities & liab? What types of notice should be given to third parties?

Back 11

Diss will terminate partner's authority to enter into new obligations so long as 3rd party has notice. 3rd parties should be given actual notice (given to those with prior p/s dealings) & constructive notice (given to other 3rd parties).

Front 12

What are the liab of a retired prtner?

Back 12

Existing liab - fully liable

Future liab - may be liable unless appropriate notice is given!

Front 13

What are the characteristics of a limited p/s?

Back 13

1. Names are usually not identified with the bus.
2. Liab of limited prtners is restricted to cap cont. No personal liab.
3. Limited prtner may NOT engage in mngmt!
4. Must have at least ONE gen'l!
5. Limited one's possess same non-mngmt rights as gen'l one!
6. Limited partner may participate in profits and losses as specified by p/s agreement.
7. Limited partner can't bind p/s.

Front 14

Discuss the formation & dissolution of a limited partnership.

Back 14

Formatiion - certificate must be filed with state where located. Certificate should include name, purpose, location, term, cap and contr for each partner.

Dissolutiion - assets will be distributed in the following order: to creditors, distributions in arrears, cap cont's and undistributed profits.