Term
| How is a GENERAL PARTNERSHIP FORMED? |
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Definition
No formal requirements, but need an association of two or more people who are carrying on as co-owners for profit
the contribution of capital or services in return for a share of profits creates presumption that a gen partnership exists. |
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Term
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Definition
| Gen partner is liable for each partner's torts in the scope of the partnership and for each partner's authorized contracts |
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Term
| Liability for another partner's pre-existing debt? |
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Definition
| A partner is not liable for another partners preexisting debt, but if a partner contributes money to partnership, that money can be used by partnership to satisfy those prior debts |
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Term
| Dissociating partner's liability for subsequent debts? |
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Definition
| a dissociating P retains liability on future debts until ACTUAL NOTICE OF DISASSOCIATION is given to creditors OR until 90 DAYS AFTER FILING NOTICE OF DISASSOCIATION WITH STATE |
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Term
| what is general partnership liability by estoppel? |
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Definition
| one who holds out to a third party that a general partnership exists will be liable as if a gen partnership exists. |
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Term
| Are general partners fiduciaries? |
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Definition
| YES, to each other and to the partnership |
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Term
| may one general partner transfer management control to a third party? |
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Definition
| NO, share in management is owned by the partnerhsip and cannot be transferred by any individual partner |
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Term
| can partner transfer partnership prop? |
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Definition
NO!
Test: if partnership money was used to buy the property, it becomes partnership property. But if personal money was used, it is personal prop and can be transferred. |
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Term
| What are the MANAGEMENT rules? |
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Definition
| Absent an agreemnet, each partner is entitled to EQUAL MANAGEMENT. |
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Term
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Definition
| absent agreement, NO SALARY |
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Term
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Definition
| profits shared equally absent an agreement |
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Term
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Definition
| absent agreement, losses shared like profits |
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Term
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Definition
| In the absence of an agreement that sets for events of dissolution, a general partnership dissolves upon notice of express will of any one general partner to disassociate |
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Term
| what is the "real" end of partnership called? |
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Definition
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Term
| what is winding up phase? |
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Definition
| period between dissolution and termination. remaining partners sell off partnership assets to satisfy the partnerships creditors |
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Term
| What is each partners liability after dissolution? |
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Definition
the partnerhship (and therefore the partners) retain liability on all transactions entered into to wind up old debts
partners and partnership retain liability on brand new business transactions during winding up until notice of dissolution is given to creditors OR until 90 days OR until 90 days after filing statement of dissolutino with the state |
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Term
| what is the PRIORITY OF DISTRIBUTION? |
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Definition
First of all, each level of priority must be satisfied before going on to the next
1. creditors must be paid
2. capital contributions returned
3. profits and surplus, if any, shared equally in the absence of an agreement |
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Term
| What's an Limited Partnership (LP)? |
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Definition
A partnership with at least one general partner and 1 limited partner.
must file an LP Certificate that inolves the names of all general partners
gen partner is liable for all lp's obligatins but gen partner has the power to manage |
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Term
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Definition
formed: filing a statement of qualification + annual reports
liabilities: no partner is liable for the debts of the partnership itself. You can always sue individual partners for their own actions |
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Term
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Definition
hybrid between a corp and a partnership in which the owners have the same limited liability of shareholders in a corporation and also the benefits of a partnership
formation: file articles of organization and you may adopt an operating agreement
control: members may control or delegate control
limited liquidity: a full membership interest may not be transferred w/o unanimous consent of all members
limited life
LIMITED LIABILITY, LIQUIDITY, LIFE AND TAX |
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