CORPORATE 01 Flashcards
Entrepreneur
A person who forms and operates a new business either by herself or with others.
Sole Proprietorship
A form of business in which the owner is actually the business; the business is not a separate legal entity
General Partnership
An association of two or more persons to carry on as co-owners of a business for profit [UPA Section 6(1)]. Also known as an ordinary partnership.
General Partners
Persons liable for the debts and obligations of a general partnership. Also known as partners.
Uniform Partnership Act (UPA)
A model act that codifies partnership law. Most states have adopted the UPA in part or whole.
Partnership Agreement
A written agreement that partners sign.
Right to participate in Management
A situation in which, unless otherwise agreed, each partner has a right to participate in the management of a partnership and has an equal vote on partnership matters.
Indemnification
The right of a partner to be reimcursed for expenditures incurred on behalf of the partnership.
Duty of Loyalty
A duty that a partner ows not to act adversely to the interest of the partnership.
Duty of Care
The obligation partners owe to use the same level of care and skill that a reasonable person in the same position would use in the same circumstances. A breach of the duty of care is negligence.
Duty to inform
A duty a partner owes to inform his or her co-partners of all information he or she possesses that is relevant to the affairs of the partnership.
Duty of Obedience
A duty taht requires partners to adhere to the provisions of the partnership agreement and the dicisions of the partnership.
Action of an Accounting
A formal judicial proceeding in which the court is authorized to review the partnership and the partners’ transactions and award each partner her share of the partnership assets.
Joint and Several Liability
Tort liability of partners together and individually. A plaintiff can sue one or more partners separately. If successful, the plaintiff can recover the entore amount of the judgment from any or all of the defendant-partners who have been found liable.
Joint Liability
Liablity of partners for contracts and debts of the partnership. A plaintiff must name the partnership and all of the partners as defedants in a lawsuit.
