Partnership

Question 1

Partnership formation

Answer 1

1. 2 or more people
2. Associate to carry on business
3. For profit

Question 2

Evidence of partnership

Answer 2

1. Profit sharing( raises presumption)
2. Property held jointly
3. Designate relationship as partnership
4. Venture requires extensive activity
5. Sharing gross returns

Question 3

RUPA

Answer 3

Revised uniform partnership act

Question 4

RUPA property presumptions

Answer 4

1. Purchases with partnership funds-> partnership property

Presumed to be separate

1. Held in partners name
2. Transferring instrument does not mention partnership
3. Partnership funds not used

Question 5

Partnership interest as property

Answer 5

1. Personal property
2. Transferrable
3. Attachable

Question 6

Partner duties

Answer 6

1. Loyalty
2. Care
3. Obedience
4. Provide complete and accurate info

Question 7

Partner rights

Answer 7

1. Management
2. Distributions
3. Remuneration
4. Indemnification
5. Contribution
6. Inspection
7. Lawsuits

Question 8

Dissociation

Answer 8

1. Oral or written notice of express will to withdraw (auto triggers dissolution)
2. Happening of agreed event
3. Valid expulsion of partner
4. Partners bankruptcy
5. Death or incapacity
6. Decision of court
7. Termination of a business entity that is a partner

Other partners can buy out unless express leave

Question 9

Dissociated partners power to bind oartnership

Answer 9

1. 2 years
2. If act would have bound partnership
3. Third party did not have notice not a partner anymore

Question 10

Dissolution

Answer 10

1. Partnership at will- dissolved at will by any partner without penalty
2. Term partnership or for particular undertaking
   A. Expiration of term
   B. Consent of all partners
   C. Within 90 days of partners death bankruptcy or wrongful dissociation at least half of partners wish to dissolve
   E. Happening of specified event
   F. Illegal
   G. Judicial decree

Question 11

LLPs

Answer 11

1. Vote in satisfaction of partnership agreement, or unanimous in alternative to become LLP
2. File statement of qualification executed by at least two partners
   A. Name
   B. Intent to become LLP
3. Effective date if any

Name must end in LLP or equivalent

Question 12

Limited partnership

Answer 12

General partners and limited partners

File certificate signed by all general partners

Lesser duty of loyalty- may in good faith pursue own interest but cant intentionally harm partnership

Question 13

Limited partnership dissolution

Answer 13

1. Specified event
2. Consent of all general partners and limited partners holding a majority right to distributions
3. After dissociation of a general partner upon consent of other partners owning majority interest
4. 90 days after dissolution of last limited partner unless new partner admittef

Question 14

Llc

Answer 14

1. Members not owners
2. Taxed like apartnership
3. Run like a corp or partnership
4. Management by all
   Members(default)
5. Decided by majority memeber vote( default)
6. Can be manager managed or member managed

Question 15

Llc dissolution

Answer 15

1. Specified event or circumstance
2. Consent of all members
3. 90 consecutive days without members
4. Judicial dissolution
   A. Unlawful
   B. Not reasonably practicable
   C. Controlling member illegal or fraudulent
   D. Oppressive or harmful to member applying for dissolution