Term
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Definition
| association of 2 or more persons carrying on as co-owners of a business for profit; contribution for share in profits is prima facie evidence of a partnership |
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Term
| liabilities of general partners to 3rd parties |
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Definition
1. partners are agents of partnership, thus partnership liable for torts within scope and authorized contracts
2. each general partner personally liable for all debts of partnership and other partners' torts
3. estoppel: one who represents to a 3rd party that a partnership exists will be liable as if a partnership exists |
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Term
| fiduciary duties of partners |
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Definition
| owe each other and partnership duty of loyalty (no self-dealing, usurping opportunity, or secret profit) |
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Term
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Definition
| partnership's remedy to recover losses caused by partner's breach of duty of loyalty; may disgorge profits made by breaching partner |
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Term
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Definition
1. partnership assets owned by partnership, thus NOT transferable by individual partner
2. share of profits owned by individual partners, thus transferable
3. share in management NOT transferable |
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Term
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Definition
| absent an agreement, each partner entitled to equal control |
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Term
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Definition
absent an agreement, partners get NO salary
exception: compensation for winding up |
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Term
| partner's share of profits and losses |
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Definition
1. absent an agreement, profits shared equally; AND
2. absent an agreement, losses shared like profits |
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Term
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Definition
| dissolves upon any material change in partnership caused by death or withdrawal of a partner |
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Term
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Definition
| actual end of the partnership |
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Term
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Definition
| period between dissolution and termination in which remaining partners liquidate the partnership to satisfy creditors |
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Term
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Definition
1. liable for old business: assigning claims, selling assets, performing old contracts, collecting debts, paying creditors, and distributing remainder
2. NOT liable for new business: extending debts, entering new contracts, increasing obligations (except where necessary for winding up-e.g., hiring accountant) |
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Term
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Definition
1. outside creditors
2. inside creditors (i.e., partners who lent)
3. capital contributions (in full, minus any losses of plus any surplus)
4. profits/surplus |
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Term
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Definition
partnership with at least 1 general partner and at least 1 limited partner
formation: file certificate with state including names of all general partners
liability: general partners liable for obligations and control business; limited partners NOT liable and NO control |
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Term
| registered limited liability partnership |
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Definition
general or limited partnership engaged in professional services
formation: file certificate labeled RLLP and designating profession |
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Term
| limited liability company |
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Definition
| corporation/partnership hybrid in which owner-members have limited liability of shareholders and benefits of partnership tax treatment |
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Term
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Definition
| organizers must file articles of organization AND publish summary once a week for 6 weeks AND adopt operating agreement |
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Term
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Definition
| members may manage OR may delegate to team of managers |
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Term
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Definition
| full membership interest NOT transferable without consent of majority of membership interests OR as provided for in the operating agreement |
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Term
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Definition
| dissolves upon vote of majority of membership interests OR as provided for in operating agreement |
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