Term
| What are the formation reqs for a partnership? |
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Definition
| False - there are none. "an association or 2 or more people who are carrying on as co-owners of a business for profit." |
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Term
| What creates a presumption of a partnership? |
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Definition
| When peopel contrbute money or services in exchange for a share of the profits - presumption of a general partnership's existence |
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Term
| What is estoppel means for general partnerships? |
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Definition
| When one represens to a 3rd party that a general partnerships, he will be liable as if one did. |
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Term
| Liability for General Partners |
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Definition
| Each GP is personally liable for all debts of the partnership and each other GP's torts |
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Term
| GPs are ________ of each other and the generaly partnership. |
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Definition
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Term
| What does it mean to be a fiduciary? |
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Definition
| It means you owe a duty of loyalty (no usurping partnership profit opportunities, no self-dealing) |
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Term
| Property Distribution of GP |
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Definition
First, all creditors
Second, all capital contributions by partners
Third: partners share profits and surplus, if any; equally absent agreement |
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Term
| A Partner remains liable until |
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Definition
| actualy notice of dissolution is given to creditors, OR, 90 days after filings statment of dissolution with the Commonwealth |
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Term
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Definition
| You have to file a ltd partnership cert., otherwise the default is GP; at least 1 GP and 1 LP; as a LP you can't manage the partnership |
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Term
| Registered Limited Liability Partnerships |
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Definition
| means that no partner is liable for the debts of the partnership - not even the general partner |
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Term
| Requirments for Registered Limited Liability Partnerships |
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Definition
| Register with commonwealth by filing a statment of qualification and annuals reports |
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