BE (PARTNERSHIPS)

Question 1

General Partnership Formal Requirments

Answer 1

no formal requirement; oral or written

Question 2

IF General Partnership is filed must include…

Answer 2

1. Filed w/ secretary of state
2. Name of the partnership
3. each partners name and address

Question 3

Name requirments

Answer 3

no name requirements

Question 4

Partners Participation

Answer 4

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

Question 5

Contribution Requirment

Answer 5

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

Question 6

Decisions requiring UNANIMOUS vote

Answer 6

1. AMEND the partnership agreement
2. ADMIT new partners
3. TERMINATE the partnership

Question 7

Decisions requiring MAJORITY vote

Answer 7

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

Question 8

Partnership owing immovable property requirment

Answer 8

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

Question 9

Immovables vs. third parties

Answer 9

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

Question 10

Partner’s Obligations

Answer 10

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

Question 11

Breach of obligation?

Answer 11

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

Question 12

Limits on shared interest with third party

Answer 12

• Does NOT become a member
• Partner sharing interest is liable for the damages caused by third party to partnership

Question 13

Rights of Partner

Answer 13

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

Question 14

Partner as Creditor

Answer 14

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

Question 15

Partner as Mandatary

Answer 15

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

Question 16

Exceeding Mandatary Authority

Answer 16

Partnership may recover damages from partner who exceeded authority

Question 17

Partners secondary liability

Answer 17

secondarily liable for virile share of the debts

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

Question 18

Liability Joint/Solidary

Answer 18

Liability is joint unless contracted otherwise with creditor

Question 19

Debt Incurred Prior to Joining

Answer 19

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

Question 20

Indemnification Availability?

Answer 20

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

Question 21

Expulsion

Answer 21

• For just Cause
• Majority vote unless otherwise agreed

Question 21

Seizure of membership

Answer 21

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

Retroactive to date of seizure

Question 21

Cessation of Membership

Answer 21

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

Question 22

Withdrawal (Term Constituted)

Answer 22

-only with UNANIMOUS consent of the other partners

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

Question 23

Withdrawal (No constituted Term)

Answer 23

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

Question 24

"Wrongful" Withdrawal

Answer 24

- Not Effective - remains liable

Question 25

Effects of Cessation of Membership

Answer 25

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

Question 26

Termination of Partnership

Answer 26

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

Question 27

Continuing Partnership

Answer 27

- expressly or tacitly - New object OKAY

Question 28

After Termination EFFECTS

Answer 28

Mandatary authority ceases EXCEPT acts necessary for liquidation - partner w/o knowledge may still bind partnership - Third parties in good faith

Question 29

Order of Liquidation

Answer 29

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

Question 30

Partnership in Commendam

Answer 30

one or more limited partners and one or more general partners

Question 31

Commendam Partner Req.

Answer 31

must AGREE to make a contribution

Question 32

Commendam Partner Liability

Answer 32

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

Question 33

Commendam Partnership Form Requirments

Answer 33

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

Question 34

When Commendam partners ARE liable as general partners

Answer 34

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

Question 35

Actions ALLOWED by Commendam Partner

Answer 35

- 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)

Question 36

Limited Liability Partnership

Answer 36

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

Question 37

Limited Liability Partnership Personal Liability

Answer 37

does NOT protect from: - Virile share of other partnership debts and obligations; OR - Partnership debts resulting for their own actions of any type

Question 38

LLP Name Requirements

Answer 38

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

Question 39

LLP Formation

Answer 39

MUST be formed by converting a previously existing LA partnership

Question 40

LLP Application Reuirments

Answer 40

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)