25-49

Question 1

Partnership

Answer 1

Association of two more persons as co-owners of a business for profit.

Question 2

Limited Partnership

Answer 2

A partnership of two or more persons, Under state laws, Having one or more general partners and one or more limited partners, filed with the state.

Question 3

General Partner

Answer 3

A general partner manages the business and is personally liable for the debts of the business.

Question 4

Fellow Servant Doctrine

Answer 4

Employer absolved of liability for injury to worker caused by co-workers negligence.

Question 5

Workers Compensation Laws

Answer 5

Statute that establishes liability of an employer for injuries or sickness that occur in coarse of employment. Benefits include hospital or medical payments for loss of income. Workers Compensation is only remedy against employer.

Question 6

Termination of Agency Relationship (E.P.S.D.Arr)

Answer 6

Terminated by 1) Expiration of agency term 2) Purpose complete 3) Substantial change in subject matter 4) Death or Incapacity of principal or agent 5) Agreements such as Renunciation or Revocation

Question 7

Limited Partner

Answer 7

Limited Partner CANNOT participate in MANAGING business. Makes investment in partnership and has OWNERSHIP and PROFIT sharing interest. LIMITED to amount of investment.

Question 8

Partners Rights

Answer 8

Partners have equal rights in management and conduct of the business unless agreement states otherwise

Question 9

Formation of Partnership

Answer 9

Written agreement setting forth rights and obligations of partners

Question 10

Partnership by Estoppel

Answer 10

If third party detrimentally relies on party’s representations regarding partnership, party’s estopped from denying relationship.

Question 11

Formation of Limited Partnership

Answer 11

Filed with state agency, signed by and identifies General partners and identifies limited partners. Name of business and adress.

Question 12

Fiduciary duties of Partners (A.P.H.M.NC)

Answer 12

Partners owe duty of reasonable care, good faith, loyalty. And…1)Accounting for profits 2) provide equal access to management 3) Hold assets 4) Make books and records available to other Partners 5) Not to compete

Question 13

Authority of Partners

Answer 13

Partner have authority to enter into contracts, convey property on behalf of partnership under normal course of business.

Question 14

Liability of Partners

Answer 14

Partner held jointly and severally liable for partners tortious acts.

Question 15

Dissolution of Partnership (E.B.B.D.D.Upa iiic)

Answer 15

1) Expiration of Partnership 2) Becomes illegal 3) Bankruptcy 4) Death of partner 5) Decision or act that complies with agreement or terms 6) UPA allows for Insanity, Incapacity or Improper conduct.

Question 16

Winding Up

Answer 16

Process of settling accounts, liquidating assets in a partnership/corporation.

Question 17

Corporation

Answer 17

Corporation is a legal entity created by statute/ which is separate and distinct from persons who own stock or manage it.

Question 18

Close Corporation

Answer 18

Corporation with few shareholders and no public market for shares. Subject to restrictions on transfer.

Question 19

Public Corporation

Answer 19

Corporation with shares owned and traded by members of general public and traded on security exchange by brokers. Registered under Securities and exchange act of 1934.

Question 20

Promoter

Answer 20

Person who organizes or founds the corporation.

Question 21

Formation of Corporation

Answer 21

FORMATION must be in compliance with formalities of the statute in it’s jurisdiction. /Must FILE articles of incorporation with state agency and signed by promoter./ IDENTIFY name of Corporation, adress, name of promoter, number and classes of shares.

Question 22

Board of Directors

Answer 22

Board is elected by shareholders and represents, governs, and supervises the corporation

Question 23

Corporate Officers

Answer 23

Officer of Corporation

Question 24

Bylaws

Answer 24

Sets forth provisions adopted by corporation for how its governed and ran. Subordinate to articles of incorporation.

Question 25

Articles of Incorporation

Answer 25

Governing document that sets terms of corporate existence/ including number of shares, purpose and duration of Corporation.