ch 27 vocab Flashcards
Agreement by two or more persons to carry on, as co-owners, a business for profit.
Partnership *
Business entity that has no tax liability. Entitys income is passed thru to owners and owners pay taxes on income.
Pass Through Entity *
Tax return submitted by a partnership that only reports income and losses earned by the business. The partnership as an entity does not pay taxes on income received by the partnership.
Information Return
Written agreement that sets forth each partners rights and obligations w/ respect to the partnership.
Articles of Partnership *
Act/agreement of a debtor permitting a judgement to be entered against them by a creditor, for agreed sum, w/out institution of legal proceedings.
Confession of Judgement
Ordered granted by court to a judgement creditor that entities the creditor to attach profits/assets of a partner on the dissolution of the partnership.
Charging Order
Shared liability. In partnership law, partners incur joint liability for partnership obligations and debts. Ex: 3rd party sues a partner debt, partner has the right to insist the other partners be sued w/ them.
Joint Liability *
In partnership law, doctrine under which a plaintiff may sue, and collect a judgement from , all of the partners together (jointly) or more or of the partners separately (severally/individually) . This is true even if one partner sued did not participate in, ratify/know about whatever it was that gave rise to the cause of action.
Joint and Several Liability *
Severance of the relationship between a partner and a partnership when the partner ceases to be associated w/ the carrying on of the partnership business.
Dissociation *
Amount payable to a partner on their dissociation from a partnership, based on the amount attributable to that partner if the firm were wound up on the date, and offset by any damages for wrongful dissociation.
Buyout Price
Formal disbanding of a partnership.corporation. Can be place by 1. acts of the partners/in a corporation, acts as shareholders and board of directors; 2. subsequent illegality of the firms business; 3. expiration of a time period stated in a partnership agreement/certificate on incorporation; 4. judicial decree.
Dissolution *
Second of two stages in the termination of a partnership/corporation. Once the firm is dissolved, it continues to exist legally until the process of winding up all business affairs is complete.
Winding Up *
Hybrid form of business organization that is used mainly by prof. who normally do business in a partnership. LLP is a pass thru entity for tax purposes, but the personal liability of the partners is limited.
Limited Liability Partnership (LLP) *
Type of limited liability partnership owned by family members/fiduciaries of family members.
Family Limited Liability Partnership
Partnership consisted of one or more general partners (who manage bushiness and are liable to the full extent of personal assets for debts of partnership) and one or more limited partners (who contribute only assets and are liable only up to the extent of their contribution)
Limited Partnership *
Limited partnership, who assumes responsibility for management of the partnership and liability for all partnership debts.
General Partner *
Partner who contributes capital to the partnership but has no right to participate in management and operation of the business. LP assumes to liability for partnership debts beyond the capital contributed.
Limited Partner *
Basic document filed w/ a designated state official by which a LP is formed.
Certificate of Limited Partnership
The benefit of a business having a good reputation under its name and regular patronage. Goodwill is not tangible like equipment, right to lease the premises or inventory of goods.
Goodwill *
Type of limited partnership in which the liability of all of the partners, including general partners, is limited to the amount of their investments.
Limited Liability Limited Partnership (LLLP)
