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NY BAR REVIEW > NY BAR REVIEW BUSINESS RLTSHP 1 > Flashcards

NY BAR REVIEW BUSINESS RLTSHP 1 Flashcards

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1
Q

general partnership

A

association of 2/more persons to carry on business for profit

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2
Q

person

A

individual / legal entity

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3
Q

can a corporation be a partner?

A

yes

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4
Q

general partners form a partnership for?

A

profit

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5
Q

was there a partnership depends on?

A

was there a sharing of profits?

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6
Q

2 parties options

A

employer employee
lender borrower
or others

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7
Q

contribution for money / services in return for share of profits

A

prima facie evidence of general partnership. could be debt, rent, annuity to surviving spouse, interest on a loan, consideration on sale of business or other property

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8
Q

general partnership formalities?

A

none
no registry
no written contract (unless cannot be performed within one year, then statute of frauds)

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9
Q

general partnership can be seen by?

A 
conduct of parties
they refer to their relationship as partnership
joint assets
joint management 
joint activity
joint liability to creditors
share profits (NOT revenue)
even if dont generate profits
INTENT
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10
Q

no requirement in general partnership for what?

A

sharing of losses

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11
Q

liability in general partnership

A

joint and several for torts, breaches of trust

jointly liable for debt, obligation, contract liability

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12
Q

joint liability means?

A

all partners are defendants in lawsuit

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13
Q

joint and several liability means?

A

an action may be brought against any one of the partners

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14
Q

general partnership exposes its owners to what?

A

to debts and liability of organization itself

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15
Q

partnership is treated as?

A

distinct entity

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16
Q

general partnership may own what?

A

land

17
Q

general partnership may be sued?

A

yes, in the partnership’s name

18
Q

RLLP

A

registered limited liability partnership

engaged in professional services

19
Q

each partner in RLLP

A

must be a professional

20
Q

at least one partner in RLLP

A

must be licensed in NY

21
Q

to form RLLP, must file what?

A

cert of registration w NY DEPT OF STATE
containing
name, address, profession, ny sec of state is agent for service of process

22
Q

cert of registration must what?

A 
be published once a week 
six weeks in a row
in at least 2 newspapers in the county where the office is
weekly and daily
county clerk
23
Q

120 days after RLLP is formed, must file what?

A

proof of publication w dept of state

24
Q

failure to file proof of publication causes what?

A

suspension of doing business in NY
does NOT invalidate contract, act, right to sue the RLLP, or RLLP right to defend itself, or partner becoming liable for contractual obligations, or other liabilities, cannot make action until defect is cured.

25
Q

RLLP must file proof of publication as well as what?

A

status statements every 5 years

26
Q

RLLP liability

A

NO partner is liable for debts, obligations, liabilities, beyond amount of capital (investment) contributed to it individually, unless agree otherwise.

27
Q

RLLP tort liability

A

partner is NOT liable for tort of co-partners

28
Q

RLLP malpractice liability

A

partner CAN be sued for own individual malpractice liability

29
Q

LIMITED PARTNERSHIP is what?

A

at least 1 general partner

at least 1 limited partner

30
Q

limited partnership execution

A

limited partnership agreement

certificate - name, address, date will dissolve, ny sec of state is agent for service of process

31
Q

Limited partnership - activities

A

NO limitation on activities

32
Q

notice requirement - Limited partnership

A

publish once a week, six weeks in row, one weekly, one daily, designated by county clerk
120 days - proof of publication

33
Q

greater liability for general partner

A

greater management rights

34
Q

limited partner

A

limited liability, NOT personally liable for obligations, only as much as their contributions (not personal assets)

35
Q

limited partner - management

A

CANNOT manage business operations without forfeiting benefits limited liability status, may become personally liable
limited mgt rights

36
Q

corporation can be

A

a limited liability partner / is an entity

NY BAR REVIEW (123 decks)

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