NY BAR REVIEW BUSINESS RLTSHP 1 Flashcards
general partnership
association of 2/more persons to carry on business for profit
person
individual / legal entity
can a corporation be a partner?
yes
general partners form a partnership for?
profit
was there a partnership depends on?
was there a sharing of profits?
2 parties options
employer employee
lender borrower
or others
contribution for money / services in return for share of profits
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
general partnership formalities?
none
no registry
no written contract (unless cannot be performed within one year, then statute of frauds)
general partnership can be seen by?
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
no requirement in general partnership for what?
sharing of losses
liability in general partnership
joint and several for torts, breaches of trust
jointly liable for debt, obligation, contract liability
joint liability means?
all partners are defendants in lawsuit
joint and several liability means?
an action may be brought against any one of the partners
general partnership exposes its owners to what?
to debts and liability of organization itself
partnership is treated as?
distinct entity
general partnership may own what?
land
general partnership may be sued?
yes, in the partnership’s name
RLLP
registered limited liability partnership
engaged in professional services
each partner in RLLP
must be a professional
at least one partner in RLLP
must be licensed in NY
to form RLLP, must file what?
cert of registration w NY DEPT OF STATE
containing
name, address, profession, ny sec of state is agent for service of process
cert of registration must what?
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
120 days after RLLP is formed, must file what?
proof of publication w dept of state
failure to file proof of publication causes what?
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.
