Term
| Definition of partnership |
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Definition
| association of 2 or more persons who are carrying on as co-owners of a business for profit. |
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Term
| Formality requiprements for partnership |
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Definition
| none. No writing or filing required. conduct enough |
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Term
| What will infer the existance of GP? |
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Definition
| contribution of money/services in exchange of share of profits |
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Term
| Liability of incoming partners |
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Definition
| not liable for prior/pre-existing debts, but money paid into partnership may be used |
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Term
| Withdrawing partners (dissassociation) liability |
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Definition
| Liability continues until notice of disassociation given to creditors or 90 days from filing with state |
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Term
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Definition
| if a person holds out GP exists, person will be liable as if it existed |
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Term
| Limited partnerships: liability structure |
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Definition
General partner and Limited partner
LP no liability, no control |
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Term
| Limited PArtnership formality |
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Definition
| certificate with all general partners named |
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Term
| Registered Limited Liability Partnership - what is it and liability structure |
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Definition
for accountants, lawyers, architechts
No liability for business form, just for malpractice on their own |
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Term
| Partner's duty of loyalty |
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Definition
| engaging in self dealing, usurp partnership opportunity, secret undisclosed profits at P's expense |
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Term
| Partners' right to partnership property |
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Definition
Partnership assets: can't transfer w/o partnership approval
Profits and Surplus: owned personally by P. can do whatever
Management: owned by partnership itself. can't transfer |
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Term
| Partnership asset vs personal asset test: |
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Definition
| whose money was used to buy the property? (RUPA) |
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Term
| Default partnership control |
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Definition
| equal control. 1 partner 1 vote. unless agreed otherwise |
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Term
| Profits and losses distribution |
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Definition
Profits shared equally unless agreed otherwise
Losses shared according to profits unless agreed otherwise |
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Term
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Definition
Partnership at will : any partner disassociation starts process
Partnership not at will: if disassociation, maj vote w/n 90 days. Or by agreement |
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Term
| Termination of partnerships: steps |
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Definition
| Dissolution, Winding up, Termination |
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Term
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Definition
| Only time partner receives compensation |
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Term
| Partnership liability during winding up |
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Definition
| same as default: old business liability, new business liability until notice of dissolution or 90 days from filing w/ state |
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Term
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Definition
Creditors, Capital contributions, Profits/surplus among partners
each partner must be repaid his or her loans and capital contributions, plus that partner’s share of the profits or minus that partner’s share of the losses. |
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