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6 Cards in this Set
- Front
- Back
Partnership--Inro
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association of 2 or more persons to carry on as co-owners of a business for profit
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P--Aggregate
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• Partnership is viewed as an aggregation of individuals
• Partners personally liable for any activity undertaken in context of partnership • Partners may be indebted to each other • Property is always held in joint tenancy by all partners • Property may not be held in partnership name and is not transferable by deed of partnership • All obligations in contract are joint obligations of partners |
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P-Entity
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• Viewed as an entity separate and distinct from partners
• “Legal person” not related to individual partners • Partnership itself – without using names of partners – may sue, be sued, acquire property, create contractual relations, and be accorded all rights of natural person • Partner’s relationship to co-partners and 3rd parties is determined by the partnership and not each partner in his individual capacity |
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P-UPA
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fails to distinguish b/t the 2 theories
recognizes entity bc it permits P to aqquire and convey propery |
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P-Advantages
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[1] Ease of Creation
• Agreement can be written or oral or can be implied from words or conduct [2] Single Taxation • For tax purposes, partnership is not a separate entity • Not taxed on its profits • Individual partners are taxed for their proportionate share of profits • Losses of partnership are taken proportionally by partners • Favorite form of organization for “tax shelters” [3] Management and Ownership • Each partner is agent of partnership (can bind partnership within scope) • Each partner has equal authority in management, unless agreement says otherwise |
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P-For Profit
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• Must operate for profit – as such, non-profit can’t be a partnership
• Conditioned on attempt of partners to generate a profit • Fact that business actually loses money does not affect the partnership relationship |