Term
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Definition
| a person who contracts with another to do something for him who is not controlled by the other nor subject to the others right to control with respect to his physical conduct in the performance of the undertaking |
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Term
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Definition
| a party who employs another person to act on his behalf |
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Term
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Definition
| a party who agrees to act on behalf of another |
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Term
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Definition
| the principal-agent fiduciary relationship which results from the manifestation of consent by one person to another that the other shall act in his behalf and subject to his control, and consent by the other so to act. |
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Term
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Definition
| any person who has the capacity to contract |
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Term
| principal-agent relationship |
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Definition
| formed when an employer hires an employee and gives that employee authority to act and enter into contracts on his or her behalf |
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Term
| employer-employee relationship |
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Definition
| results when an employer hires an employee to perform some task or service but the employee has not been authorized to enter into contracts on behalf of his employer |
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Term
| principal-independent contractor relationship |
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Definition
| the relationship between a principal and an independent contractor who is not an employee f the principal but has been employed by the principal to perform a specific task on behalf of the principal |
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Term
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Definition
| an agency that occurs when a principal and an agent expressly agree to enter into an agency agreement with each other |
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Term
| exclusive agency contract |
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Definition
| a contract a principal and agent enter into that says the principal cannot employ any agent other than the exclusive agent |
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Term
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Definition
| a type of express agency agreement |
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Term
| general power of attorney |
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Definition
| confers broad powers on the agent to act in any matters on the principal's behalf |
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Term
| special/limited power of attorney |
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Definition
| limits the agent to those acts enumerated by the agreement |
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Term
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Definition
| an agency that occurs when a principal and an agent do not expressly create an agency, but it is inferred from the conduct of the parties |
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Term
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Definition
| an agency that occurs when a person misrepresents himself as anthers agent when they are not, and then the purported principal ratifies the authorized act |
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Term
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Definition
| agency that arises when a principal creates the appearance of an agency that actually doesn't exist |
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Term
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Definition
| a principals duty to pay an agreed upon amount to the agent either upon the completion of the agency of at some other mutually agreeable time |
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Term
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Definition
| the principal owes a duty to reimburse the agent for expenses incurred by the agent if the expenses were authorized, within the scope of the agency, and necessary to discharge the agents duties in carrying out the agency |
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Term
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Definition
| a principal owes a duty to indemnify the agent any losses he's suffered due to the principals conduct |
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Term
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Definition
| principal owes a duty to cooperate with and assist the agent in the performance of the agents duties and the accomplishment of the agency |
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Term
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Definition
| an agents duty to a principal that includes perfuming the lawful duties expressed in the contract and meeting the standards of reasonable care, skill, and diligence implicit in all contracts |
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Term
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Definition
| an agent owes a duty to notify the principal of important information concerning the agency |
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Term
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Definition
| information that is learned by an agent that is attributed to the principal |
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Term
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Definition
| a duty that an agent owes to maintain an accurate accounting of all transactions undertaken on the principals behalf |
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Term
| agency coupled with interest |
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Definition
| a special type of agency that is created for the agents benefit and the principal can't revoke |
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Term
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Definition
| the termination of an agency contract in violation of the terms of the agency contract. The non breaching party may recover damages from the breaching party. |
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Term
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Definition
| a fiduciary duty owed by an agent not to act adversely to the interests of the principal. |
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Term
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Definition
| a rule that says that an employer is liable for the tortious conduct of its employees or agents when they are acting in the scope of employers authority |
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Term
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Definition
| liability without fault, when a principal is liable for something that an agent did, but the principal is not at fault |
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Term
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Definition
| when an agent does something to further his own interests rather than the principals |
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Term
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Definition
| a rule that says that principal is generally not liable for injuries caused by its agents and employees while they are on their way to and from work |
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Term
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Definition
| a situation that occurs when a principal requests that an employee or agent to run an errand or another act for the principal while the agent is on his or her own business |
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Term
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Definition
| determines whether an agents motivation in committing an intentional tot is to promote a principal's business; if so, the principal is liable for any injury cause by the tort |
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Term
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Definition
| determines whether an agent committed an intentional tort within a work related time or space; if so, the principal is held liable |
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Term
| intentional misrepresentation |
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Definition
| when an agent makes an untrue statement that he knows to be untrue |
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Term
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Definition
| an agency in which a contracting third party knows that the agent is acting for a principal and knows the identity of the principal |
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Term
| partially disclosed agency |
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Definition
| when a contracting third party knows that an agent is acting on behalf of a principal but does not know the identity of the principal |
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Term
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Definition
| when a contracting third party does not know of either the existence of the agency or the principals identity |
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Term
| implied warranty of authority |
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Definition
| warranty of an agent who enters into a contract on behalf of another party that he has the authority to do so |
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Term
| ratification of a contract |
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Definition
| when a principal accepts an agents unauthorized contract |
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Term
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Definition
| a person who forms and operates a new business either by himself or with others |
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Term
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Definition
| a form of business in which the owner is actually the business, the business is not a separate legal entity |
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Term
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Definition
| a designation for a business that is operating under a trade name, means doing business as |
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Term
| fictitious business name statement |
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Definition
| a document that is filed with the state that designates a trade name of a business, the name and address of the applicant, and the address of the business |
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Term
| unlimited personal liability of a sole proprietor |
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Definition
| the personal liability of a sole proprietor for all the debts and obligations of a sole proprietorship |
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Term
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Definition
| an association of two or more persons to carry on as co owners of a business for profit |
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Term
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Definition
| persons liable for the debts and obligations of a general partnership |
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Term
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Definition
| a model act that codifies partnership law (1914) |
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Term
| general partnership agreement |
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Definition
| a written agreement that partners sign to form a general partnership |
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Term
| right to participate in management |
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Definition
| when each partner has a right to participate in the management and has an equal vote |
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Term
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Definition
| the right of a partner to be reimbursed for expenditures incurred on behalf of the partnership |
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Term
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Definition
| a formal judicial proceeding in which the court is authorized to review the partnership and the partners transactions, and award each partner his share of the assets |
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Term
| unlimited personal liability of a general partner |
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Definition
| a general partners personal liability for the debts and obligations of the general partnership |
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Term
| joint and several liability |
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Definition
| tort liability of partners together and individually |
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Term
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Definition
| liability of partners for contracts and debts of the partnership. |
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Term
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Definition
| a partnership created for a specified amount of time |
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Term
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Definition
| a partnership created with no fixed duration |
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Term
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Definition
| the change in the relationship of partners in a partnership ceasing to be associated in the carrying on of the business |
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Term
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Definition
| the process of liquidating a partnerships assets and distributing the precedes to satisfy claims against the partnership |
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Term
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Definition
| a situation in which a partner withdraws from a partnership without having the right to do so at that time |
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Term
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Definition
| a rule which provides that upon the death of a general partner, the deceased partners right in specific partnership property vests in the remaining partner or partners; the value of the deceased general partners interest in the partnership passes to his or her beneficiaries or heirs |
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Term
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Definition
| (or special partnerships) are statutory creations that include both general (manager) and limited (investor) partners. |
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Term
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Definition
| invest capital, manage the business, and are personally liable for partnership debts. Anyone can be can be a general partner, and any one person can be both a general and a limited partner in the same limited partnership. |
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Term
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Definition
| invest capital but do not participate in management and are not personally liable for partnership debts beyond their capital contributions |
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Term
| Revised Uniform Limited Partnership Act (RULPA) |
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Definition
| regulates in most states the formation, operation, and termination of limited partnerships. |
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Term
| Master limited partnerships |
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Definition
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Term
| Limited Liability Limited Partnership (LLLP) |
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Definition
| A special type of limited partnership that has both general partners and limited partners, where both the general and limited partners have limited liability and are not personally liable for the debts of the LLLP. |
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Term
| Uniform Limited Partnership Act |
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Definition
| (1916) contains a uniform set of provisions for the formation, operation, and dissolution of limited partnerships. |
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Term
| Revised Uniform Limited Partnership Act |
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Definition
| (1976) provides a more modern law regarding the formation, operation, and dissolution of limited partnerships. |
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Term
| Certificate of Limited Partnership |
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Definition
| two or more persons must execute and sign it, must contain: name of limited partnership, general character of the business, address of the principal place of business andante and address of the agent to receive service of legal process, name and address of each general and limited partner, latest date on which the limited partnership is to dissolve, amount of cash, property, and services contributed by each partner, and any other matters that the general partners wish to include. Must be filed with the secretary of state, goes into action when the certificate is filed |
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Term
| Domestic limited partnership |
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Definition
| a limited partnership in the state in which it was formed |
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Term
| Foreign limited partnership |
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Definition
| a limited partnership in all other states besides the one in which it was formed. Before transacting business in a foreign state, they must file an application for registration with the state's secretary of state. If it conforms to that state's law, they will given a certificate of registration. Once registered they may use that state's courts to enforce its contracts and other rights |
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Term
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Definition
| Incorrect creation of a limited partnership that occurs when: a certificate of limited partnership is not properly filed, threw are defects in a certificate that is filed, or some other statutory requirement is not met |
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Term
| Limited partnership agreement |
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Definition
| A document that sets forth the rights and duties of general and limited partners; the terms and conditions reframing the operation, termination, and dissolution of a partnership, etc. |
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Term
| Limited liability company (LLC) |
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Definition
| an unincorporated business entity that combines the most favorable attributes of general partnerships, limited partnerships, and corporations |
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Term
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Definition
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Term
| Uniform Limited Liability Company Act |
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Definition
| a model act that provides comprehensive and uniform laws for the formation,operation, and dissolution of LLCs |
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Term
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Definition
| the formal documents that nuts be filed at the secretary of states office at the state of organization of an LLC to form the LLC |
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Term
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Definition
| an LLC that has no specified term of duration |
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Term
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Definition
| an LLC that has a specified term of duration |
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Term
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Definition
| a document that evidences a members ownership interest in an LLC |
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Term
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Definition
| an agreement entered into among members that governs the affairs and business of the LLC and the relations among members, managers, and the LLC |
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Term
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Definition
| a document that states the terms for converting an existing business to an LLC |
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Term
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Definition
| a members ownership interest in an LLC that entitles the member to receive distributions of money and property from the LLC |
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Term
| limited liability of members of LLCs |
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Definition
| the liability of LLC members for the debts, obligations, and liabilities is limited to the extent of their capital contribution. members of LLC's are not personally held liable for any of the LLCs liabilities |
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Term
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Definition
| a person who intentionally or negligently causes injury or death to another person |
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Term
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Definition
| an LLc that has not designates it as a manager managed LLC in its articles of organization and is managed by its members |
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Term
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Definition
| an LLc that has designated in its articles of organization that it is a manager managed LLc and whose non manager members give their management rights over to designated managers |
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Term
| statement of disassociation |
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Definition
| a document filed with the secretary of state that gives constructive notice that a member has disassociated from an LLC |
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Term
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Definition
| a document filed with the secretary of state that gives constructive notice that a member has disassociated from an LLC |
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Term
| limited liability partnership |
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Definition
| limited liability partnership: a special form of partnership in which all the partners are limited partners, and there are no general partners |
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Term
| articles of limited liability partnership |
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Definition
| articles of limited liability partnership: the formal docent that must be filed at the secretary of state's office in the state of organization of an LLP to form the LLP |
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Term
| limited liability of partners of LLPs |
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Definition
| extended only to the capital contribution of each partner. partners for LLPs are not held personally liable |
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