Term
| Sole Proprietorship- Types of Members |
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Definition
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Term
| Sole Proprietorship- number of members required? |
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Definition
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Term
| Sole proprietorship- Formalities of organization |
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Definition
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Term
| Sole Proprietorship- Management |
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Definition
| Managed by solely by sole proprietor |
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Term
| Sole Proprietorship- Liability |
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Definition
| Unlimited personal liability |
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Term
| Sole Proprietorship- Transferability of All Ownership Rights |
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Definition
| None; new sole proprietorship is created upon transfer |
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Term
| Sole propreitorship- ability to do business in other states |
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Definition
| Yes, sole proprietorship may do business in other states |
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Term
| Sole proprietorships- continuity of life? |
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Definition
| No, terminates upon death of sole proprietor |
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Term
| Sole propreitorship- taxation |
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Definition
| Income taxed directly to sole propreitor |
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Term
| General Partnership- Types of members |
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Definition
| No restirtictions, maybe individuals or other entities |
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Term
| General Partnership- Number of members required? |
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Definition
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Term
| General Partnership- formalities of organization |
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Definition
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Term
| General Partnership- Managment |
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Definition
| Managed jointly by all general partners |
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Term
| General Partnership- Liability |
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Definition
| Unlimited personal liability |
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Term
| General Partnership- Transferability of all ownership rights |
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Definition
| Only partner's share of profits and losses is transferable |
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Term
| General Partnership- Ability to do business in other states |
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Definition
| Yes, general partnerships may do business in other states |
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Term
| General Partnerships- Continuity of life |
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Definition
| Under RUPA, only certain dissocations cause dissolution and winding up. |
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Term
| General Partnership- Taxation |
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Definition
| Income taxed directly to all partners |
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Term
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Definition
| No restrictions. May be individuals or other entities |
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Term
| LP- Number of Members Required |
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Definition
| At least two, one general partner and one limited partner |
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Term
| Formalities of Organizaiton- LP |
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Definition
| Filing of Certificate of Limited Partnership required |
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Term
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Definition
| Managed solely by general partners |
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Term
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Definition
| General partners have unlimited personal liablity; limited partners personally liably only to the exten to investment. |
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Term
| LP- Transferability of all ownership rights |
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Definition
| Economic interest is assignable; assignee becomes partners if agreement provides or all partners consent |
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Term
| LP- ability to do business in other states |
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Definition
| Yes, if authorized by foreign state |
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Term
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Definition
| LP can survive withdrawl of limited partner (and general parnter if all consent) |
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Term
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Definition
| Income taxed directly to all partners |
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Term
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Definition
| No restrictions - can be individuals or other entities (obviously they must be licensed attys in law firm, architects at architecture firm; etc). |
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Term
| LLP- Number of Members required |
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Definition
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Term
| LLP- Formalities of Organization |
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Definition
| Filing of Application of LLP required |
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Term
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Definition
| Generally manged jointly by all LLP partners, but if large may appoint managing partner |
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Term
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Definition
| LLP partners are always protected from personal liablity for their co-partners torts; in nearly all states, no personal liablity for acts whether arising from contracts or torts |
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Term
| LLP- Transferability of all ownership rights |
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Definition
| Only partner's share of profits or losses is assignable; assignee becoems partner if the agreement provides or all other parnters consent |
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Term
| LLP- Ability to do business in other states |
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Definition
| YEs, if authorized by foreign state |
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Term
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Definition
| Only certain dissociation cause a disolution and winding up |
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Term
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Definition
| Income taxed directly to all partners |
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Term
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Definition
| No restrictions- may include individuals of other entities |
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Term
| LLC- Number of members required |
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Definition
| One member permitted in all states |
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Term
| LLC- Formalities of Organzation |
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Definition
| Filing of Articles of Organization required |
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Term
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Definition
| Can be member managed or managed by appointed managers |
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Term
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Definition
| Members personally liable only to the extent of investment (but professional retain liablity for their own negligence) |
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Term
| LLC- Transferability of All ownership rights |
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Definition
| Economic interest is tranferable; transferee becomes member if agreement provides or all LLC members consent |
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Term
| LLC- Ability to do business in other states |
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Definition
| Yes, if authorized by foreign states |
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Term
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Definition
| Dissolution only occurs if operating agreement requires such, all members consent, 90 days pass iwth no members, or after judicial decree |
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Term
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Definition
| Income taxed directly to all members |
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