Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

LA BAR > BE (PARTNERSHIPS) > Flashcards

BE (PARTNERSHIPS) Flashcards

You may prefer our related Brainscape-certified flashcards:
MBE flashcards
1
Q

General Partnership Formal Requirments

A

no formal requirement; oral or written

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

IF General Partnership is filed must include…

A
  1. Filed w/ secretary of state
  2. Name of the partnership
  3. each partners name and address
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

Name requirments

A

no name requirements

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

Partners Participation

A

share equally in profits, loss, and distribution UNLESS otherwise agreed

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

Contribution Requirment

A

Each partner must make a contribution and it must be of economic value

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

Decisions requiring UNANIMOUS vote

A
  1. AMEND the partnership agreement
  2. ADMIT new partners
  3. TERMINATE the partnership
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

Decisions requiring MAJORITY vote

A

decisions affecting the management of the partnership (policy decisions) unless otherwise agreed

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

Partnership owing immovable property requirment

A

partnership agreement MUST be in writing at time the property is acquired; IF NOT it is in owned indivision

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

Immovables vs. third parties

A

no rights as to third parties UNLESS filed with the secretary of state

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

Partner’s Obligations

A

a fiduciary duty to the partnership and partners

may NOT appropriate any partnership asset for personal profit or act contrary to the best interest of the partnership

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

Breach of obligation?

A

Partnership may recover damages from the harm or profits accrued by breach

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

Limits on shared interest with third party

A
  • Does NOT become a member
  • Partner sharing interest is liable for the damages caused by third party to partnership
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

Rights of Partner

A

inform self of business and consult records; CANT agree out of this

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

Partner as Creditor

A

OK
- acts in good faith
- may act as creditor for sums dispersed, obligations incurred, and losses sustained

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

Partner as Mandatary

A

Each partner is a mandatary for all matter of ordinary business EXCEPT alienation, lease, or encumbrance of partnership’s immovables

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

Exceeding Mandatary Authority

A

Partnership may recover damages from partner who exceeded authority

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

Partners secondary liability

A

secondarily liable for virile share of the debts

MAY plead “discussion” to require creditor to seize partnership assets first

18
Q

Liability Joint/Solidary

A

Liability is joint unless contracted otherwise with creditor

19
Q

Debt Incurred Prior to Joining

A

LA Civil Code is unclear, BUT all other states state new partner is NOT liable for past debts

20
Q

Indemnification Availability?

A

Partner sued in capacity as partner is NOT entitled to indemnification

HOWEVER might be required under mandate law if cost defending suit is characterized as no fault acting as mandatary

21
Q

Expulsion

A
  • For just Cause
  • Majority vote unless otherwise agreed
21
Q

Seizure of membership

A

causes cessation of membership IF effected under a writ of execution and id NOT released within 30 days.

Retroactive to date of seizure

21
Q

Cessation of Membership

A

death, interdiction, bankruptcy, seizure of interest, expulsion, withdrawal, or in accordance with partnership agreement

22
Q

Withdrawal (Term Constituted)

A

-only with UNANIMOUS consent of the other partners

  • W/O consent ONLY if another party has failed to perform a material obligation
23
Q

Withdrawal (No constituted Term)

A

any time with notice given in good faith at a time that is not unfavorable to the partnership

24
Q

“Wrongful” Withdrawal

A
  • Not Effective
  • remains liable
25
Q

Effects of Cessation of Membership

A

former partner, successor, or seizing creditor is entitled to be paid the value of his interest in the partnership

  • in money unless, otherwise agreed or partnership no longer exists
26
Q

Termination of Partnership

A

Unanimous Consent, judgment of termination, bankruptcy of partnership, reduction to one member, expiration of term, impossibility of attaining the object, in accordance with provisions of the agreement

27
Q

Continuing Partnership

A
  • expressly or tacitly
  • New object OKAY
28
Q

After Termination EFFECTS

A

Mandatary authority ceases EXCEPT acts necessary for liquidation

  • partner w/o knowledge may still bind partnership
  • Third parties in good faith
29
Q

Order of Liquidation

A
  1. Secured Creditors (partner and non partner)
  2. Unsecured creditors (non-partners)
  3. Unsecured creditors (partners)
  4. Capital contributions of partners
  5. surplus divided amongst
30
Q

Partnership in Commendam

A

one or more limited partners and one or more general partners

31
Q

Commendam Partner Req.

A

must AGREE to make a contribution

32
Q

Commendam Partner Liability

A

partnership debts UP TO the extent of the contribution; NOT personally liable for partnership debts

33
Q

Commendam Partnership Form Requirments

A
  1. In writing and filed with Secretary of State
  2. Reflect is is a limited or commendam partnership
  3. NOT suggest any commendam partner is a general partner
  4. MUST describe contribution of each commendam partner and its value
  5. Time or circumstance contribution is to be me made IF NONE contribution is on demand
34
Q

When Commendam partners ARE liable as general partners

A
  1. Permits name to be used in business dealings
  2. participates in management or administration of the partnership
  3. conducts business with third parties on behalf of the partnership

Liability only to persons who reasonably believe commendam partner is general partner

35
Q

Actions ALLOWED by Commendam Partner

A
  • Consulting/Advising on business matters
  • Serving as officer or director of a corporate GENERAL PARTNER
  • acting as surety
  • approving or disapproving amendments
  • Voting on important matters (alienation…, changing nature of business, admitting partner, expelling)
36
Q

Limited Liability Partnership

A

Insulates partners from personal liability for “debts and obligations arising from actions (wrong) of other partners”

37
Q

Limited Liability Partnership Personal Liability

A

does NOT protect from:

  • Virile share of other partnership debts and obligations; OR
  • Partnership debts resulting for their own actions of any type
38
Q

LLP Name Requirements

A

MUST contain “registered limited liability partnership” OR L.L.P. at end

39
Q

LLP Formation

A

MUST be formed by converting a previously existing LA partnership

40
Q

LLP Application Reuirments

A
  1. Filed with Secretary of State AND include:
  2. name of the partnership
  3. address of its principal office
  4. number of partners
  5. brief statement of the business engaged in

AND signed by majority in INTEREST (not necessarily majority of the partners)

LA BAR (25 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2024 Bold Learning Solutions. Terms and Conditions