Shared Flashcard Set

Details

BUSINESS ORG & GOVT REG
LGL:206 - CHAPTER 003 - GENERAL PARTNERSHIPS
23
Law
04/10/2009

Additional Law Flashcards

 


 

Cards

Term
GENERAL PARTNERSHIP
Definition
A voluntary association of 2+ persons/entities to carry on a business for profit. Easy, inexpensive to form & little state regulation. Decision-making & mgmt of bus shared. Creditors do have access to personal assets. Partners are agents of one another.
Term
PERSONAL LIABILITY
Definition
Liability for bus debt, which extends beyond what is invested in a bus to include an individual's personal assets
Term

UNIFORM PARTNERSHIP ACT

 

 

(U.P.A.)

Definition
Model for partnership legislation for apx. 2/5ths of the states. Apv'd 1914 by Nat'l Conf of Commissioners on Uniform State Laws
Term

REVISED UNIFORM PARTNERSHIP ACT

 

 

(R.U.P.A.)

Definition

Model for partnership legislation in about 3/5ths of the states. Adopted from the U.P.A. in '92 by the Nat'l Conf of Commissioners on Uniform State Laws.

Acts as a "safety net" for partnerships. Says that p's may conduct their bus in w/e lawful manner they wish.

Term
INTEREST IN THE PARTNERSHIP
Definition
A partner's right to profits/share of profits or loss
Term
JOINT & SEVERAL LIABILITY
Definition
Principle that each partner & partnership are liable to pay all of a debt or an obligation.
Term
MARSHALING OF ASSETS PRINCIPLE
Definition
Partnership theory reauiring creditors to first exhaust partnership assets before pursuing partners' ind assets
Term
PARTNERSHIP AGREEMENT
Definition
An agreement by two or more persons to do business together as a partnership; may be oral or written
Term
GENERAL AGENCY
Definition

The authority of a partner to act for and bind the partnership and other partners

Term
STATEMENT OF AUTHORITY
Definition
Document filed w/ Sec of State providing notice of partners authorized to act for the partnership. Each partner has auth to sign docs, cx, execute docs & make purchases that bind the other partners.
Term
STATEMENT OF DENIAL
Definition
Doc filed w/ Sec of Stater denying information in Statement of Authority
Term
RECITALS
Definition
Introductory clauses in agreements setting forth basis for agreement
Term
PARTNERSHIP AT WILL
Definition
A partnership with no specific term.
Term
NON-COMPETE CLAUSE
Definition
Clause in agreement that ensures a withdrawing partner won't take customer lists w/ knowledge acquired w/in partnership & use it to the detriment of former partners
Term
WRONGFUL DISSOLUTION
Definition
Departure from a partnership in breach of partnership agreement
Term
DISSOCIATION
Definition
Departure by a partner from a partnership
Term
STATEMENT OF DISSOCIATION
Definition
Document filed with state to id dissociating partner & to limit period for which partnership will be liable for dissociating partner's acts
Term
PASS-THRU TAX STATUS
Definition
The tax status of a partnership in which all income is passed thru to partners who pay taxes at their individual rate
Term
CHECK THE BOX
Definition
Method by which businesses elect how they wish to be taxed, namely, whether as partnerships or corporations
Term
JOINT VENTURE
Definition
A type of partnership formed to carry out a single enterprise
Term
LIMITED PARTNERSHIP
Definition
Business entity created in accord w state statutes that provides limited liability to some of its members, called limited partners
Term

R.U.L.P.A

 

(Revised Uniform Limited Partnership Act)

Definition
the model for limited partnership legislation in most states. Approved in 1970s, amended '85. Revised 2001
Term
DISSOCIATION
Definition