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11 Cards in this Set
- Front
- Back
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DISSOCIATION AND DISSOLUTION OF PARTNERSHIP
WHAT ARE EVENTS OF DISSOCIATION? |
1) PARTNER GIVING NOTICE OF DESIRE TO WITHDRAW (EXPRESS WILL)
2) PARTNER'S EXPULSION, DEATH OR BANKRUPTCY 3) AN AGREED-UPON EVENT 4) APPOINTMENT OF RECEIVER FOR PARTNER |
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DISSOCIATION AND DISSOLUTION OF PARTNERSHIP
WHAT IS A WRONGFUL DISSOCIATION? |
IF THE DISSOCIATION IS IN BREACH OF AN EXPRESS TERM IN THE PARTNERSHIP AGREEMENT
A DISSOCIATION IS ALSO WRONGFUL IN A TERM PARTNERSHIP IF THE PARTNER WITHDRAWS, IS EXPELLED OR BECOMES BANKRUPT A PARTNER WHO WRONGFULLY DISSOCIATES IS LIABLE TO THE PARTNERSHIP FOR ANY DAMAGES |
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DISSOCIATION AND DISSOLUTION OF PARTNERSHIP
WHAT ARE THE DIFFERENCES BETWEEN AT-WILL AND TERM PARTNERSHIP |
AT WILL: WHERE THE PARTNERS HAVE NOT AGREED TO REMAIN PARTNERS UNTIL THE EXPIRATION OF A DEFINITE TERM
TERM: IT IS A PARTNERSHIP WHERE THE PARTNERS HAVE AGREED, EXPLICITLY OR IMPLICITLY, TO REMAIN PARTNERS FOR A DEFINITE TERM OR COMPLETION OF A PARTICULAR UNDERTAKING |
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DISSOCIATION AND DISSOLUTION OF PARTNERSHIP
WHAT ARE THE CONSEQUENCES OF DISSOCIATION? |
1) PARTNERSHIP IS DISSOLVED AND THAT BUSINESS WILL BE WOUND UP. THIS MEANS THAT THE PARTNERSHIP BUSINESS WILL BE LIQUIDATED OR
2) THE PARTNERSHIP CONTINUES IN EXISTENCE WITH THE DISSOCIATED PARTNER BECOMING ENTITLED TO A BUY OUT OF HIS PARTNERSHIP INTEREST |
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DISSOCIATION AND DISSOLUTION OF PARTNERSHIP
WHEN IS DISSOLUTION REQUIRED? |
IN LIMITED CIRCUMSTANCES
--EVENT IN AGREEMENT REQUIRING WINDING UP --BUSINESS BECOMES ILLEGAL --ISSUANCE OF A JUDICIAL DECREE --UNANIMOUS CONSENT OF THE PARTNERS IN A TERM --EXPIRATION OF A TERM PARTNERSHIP |
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DISSOCIATION AND DISSOLUTION OF PARTNERSHIP
WHEN MAY A DISSOCIATING PARTNER COMPEL DISSOLUTION? |
IN AN AT-WILL PARTNERSHIP, ANY PARTNER WHO DISSOCIATES BY EXPRESS WILL MAY COMPEL DISSOCIATION AND WINDING UP
IN A TERM PARTNERSHIP, IF ONE PARTNER DISSOCIATES WRONGFULLY, OR IF IT OCCURS BECAUSE OF PARTNER'S DEATH OR BANKRUPTCY, DISSOLUTION AND WINDING UP ARE REQUIRED ONLY IF WITHIN 90 DAYS, 1/2 OF THE REMAINING PARTNERS AGREE TO WIND UP |
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DISSOCIATION AND DISSOLUTION OF PARTNERSHIP
WHEN IS A PARTNER ENTITLED TO A BUYOUT? |
IF A PARTNER'S DISSOCIATION DOES NOT RESULT IN DISSOLUTION AND WINDING UP, THE PARTNER IS ENTITLED TO RECEIVE A BUYOUT OF HIS PARTNERSHIP INTEREST. THE REMAINING PARTNERS MAY CONTINUE THE BUSINESS
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DISSOCIATION AND DISSOLUTION OF PARTNERSHIP
LIABILITY OF DISSOCIATED PARTNER? |
GENERALLY, A DISSOCIATED PARTNER REMAINS LIABLE FOR PRE-DISSOCIATION PARTNERSHIP OBLIGATIONS
HE MAY BE LIABLE FOR POST-DISSOCIATION LIABILITIES INCURRED WITHIN 2 YEARS OF DISSOCIATION TO PROTECT HIMSELF, HE CAN NOTIFY CREDITORS DIRECTLY OF HIS DISSOCIATION (EFFECTIVE IMMEDIATELY) OR FILE A PUBLIC STATEMENT OF DISSOCIATION (WHICH IS EFFECTIVE 90 DAYS AFTER FILING |
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DISSOCIATION AND DISSOLUTION OF PARTNERSHIP
APPARENT AUTHORITY OF DISSOCIATED PARTNER |
A DISSOCIATED PARTNER HAS APPARENT AUTHORITY TO BIND THE PARTNERSHIP FOR A PERIOD OF TIME NOT TO EXCEED 2 YEARS AFTER DISSOCIATION.
PARTNERSHIP CAN PROTECT ITSELF BY NOTIFYING CREDITORS (EFFECTIVE IMMEDIATELY) OR BY FILING A NOTICE OF DISSOCIATION (EFFECTIVE 90 DAYS AFTER FILING) |
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DISSOCIATION AND DISSOLUTION OF PARTNERSHIP
WHAT HAPPENS DURING DISSOLUTION? |
WHEN DISSOLUTION AND WINDING UP OCCUR, PARTNERSHIP ASSETS MUST BE APPLIED TO THE DISCHARGE OF PARTNERSHIP LIABILITIES. IF ASSETS ARE INSUFFICIENT, INDIV PARTNERS ARE REQUIRED TO CONTRIBUTE (PAY IN) IN ACCORDANCE WITH THEIR SHARES.
IF THERE ARE EXCESS ASSETS, THEY ARE DISTRIBUTABLE TO THE PARTNERS IN CASH IN ACCORDANCE WITH THEIR PROFIT SHARES |
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DISSOCIATION AND DISSOLUTION OF PARTNERSHIP
PRIORITY OF DISSOLUTION |
1) THE PARTNERSHIP MUST PAY ALL CREDITORS BOTH OUTSIDE AND INSIDE
2) REPAY ALL CAPITAL CONTRIBUTIONS PAID INTO THE PARTNERSHIP BY PARTNERS 3) PROFITS AND LOSSES IF ANY |
