1. the assets of a partnership are treated as those of the business unit
2. title to real property may be acquired in the partnership name
3. each partner is a fiduciary of the partnership
4. each partner is an agent to the partnership
5. the partnership
According to RUPA a partnership is an entity distinct from its owners because (5)
1. a partnership lacks continuity of interest
2. no person can become a partner without consent of all partners
3. debts of the partnership are ultimately debts of the partners
4. a partnership is not subject to regular federal income tax
a partnership is NOT distinct from its partners because (4)
1. to form a partnership
2. to make a profit even if not profit is earned
To form a partnership, co-owners must intend (2)
Partnership by estoppel
If person is held out as a partner and a third party relies on the fact that he's a partner, both the person and the person who held him out are liable to the third party.
Purported Partner
has represented that he is a partner or has consented to such a representation; assumed to be an agent of person who have consented to the representation; non-partner
Law of Agency
defines the rights, powers, and duties of partners
-amend the partnership agreement
-admit a new partner
-determine other nonroutine matters
a unanimous vote is required in a partnership for (3)
a new partners is liable for pre admission obligations of the partnership to the extent of his or her investment
withdrawing partner is liable to debts of partnership incurred before withdrawal
To what extent is a new partner liable for pre admission obligations of the partnership?
Dissociation
the legal effect of a partner's ceasing to be associated in carrying on the business of the partnership
1. notice to the partnership of a partner's express will to withdraw
2. an event specified by the agreement
3. expulsion of a partner under the terms of the partnership agreement
4. expulsion by unanimous vote of the other partners
5. court order
6. incap
Dissociation results from the following: (9)
Dissolution
notice of a partner's express will to withdraw, operation of law, court ordered
winding up
the administrative process of settling partnership affairs, including use of partnership assets and any required contributions by partners to pay creditors
1. continue the business as a going concern for a reasonable time
2. take judicial actions
3. settler and close the business
4. dispose of and transfer property
5. discharge liabilities
6. distribute assets
7. settler disputes by mediation or arbitration
a person winding up may do the following, according to RUPA (8)
Creditors, specifically partnership-creditors get paid first
who gets paid first in winding up of a partnership?
in kind
means noncash assets
if a partner does not make a required contribution, the other partners must pay the difference in the same proportion in which they share losses
if a partner makes an excess contribution, it may recover the excess from the other partners
what happens if a parter does not make a required contribution?
unsecured partnership creditors have priority in partnership assets
who has priority in partnership assets?
natural person
partnership
limited partnership
trust
estate
corporation
association
Person" (7)
-name of the limited partnership
-address of the office of its agents for service of process
-name and address of its agent for service of process
-name and business address of each general partner
-latest date upon which the limited partnership is to dis
The written certification of a limited partnership must contain: (7)
control
participation in the day to day management decisions of the partnership
1. propose and vote on partnership affairs that do not directly control partnership operations
2. withdraw from the partnership
3. do business with the partnership
4. inspect and copy partnership records
5. receive other partnership information
6. file a
a limited partner has the right to: (9)
1. upon the dissolution of the partnership
2. at the date specified in the certification
3. upon 6 months notice in writing to all members
4. with the consent of all members
The limited partner's right of withdrawal of his or her capital contribution is restricted. It may be withdraw (4)
1. expiration of specified time period or occurrence of a specified event
2. consent of a number or percentage of members provided in their agreement
3. judicial determination
an LLC is dissolved upon (3)
1.frustration of purpose
2.impracticability of continuing because of a member's conduct
3.impracticability of continuing under the articles and operating agreement
4. inappropriate behavior of controlling members or managers
5. the equitability of liquida
Judicial termination if the following occurs: (5)