Partnership

Question 1

Partnership - Fla. Stat. 620.8202(1)

Answer 1

1. 2 or more persons
2. Associate
   - carry on as co-owners
   - FOR profit business

Except as otherwise provided in (2), the association of 2+ persons to carry on as co-owners a business FOR profit, forms a partnership, whether or not they intend to form a partnership.

Question 2

Associate (v)

Answer 2

Association is VOLUNTARILY coming together to combine:
- property
- money
- skill, etc. 
To carry out a business enterprise

• co-owners by non-voluntary act - inheritance, divorce, foreclosure (etc) are NOT automatically partners

** conduct can establish partnership subsequently

Question 3

Revised Uniform Partnership Act RUPA Cmt 2

Answer 3

(b) provides that business organized under other statutes are NOT partnerships to include:
- corporations
- limited partnerships
- limited liability companies

• certain parts of RUPA govern limited partnerships
• • joint ventures are partnerships if fit the definition
• ** NON-PROFIT is NOT a partnership

Question 4

Fla. Stat. 620.8202 (2)

Answer 4

An association formed under a statute, other than this act, a predecessor statute, or comparable law of other JX, is NOT
a partnership under this act

Question 5

Fla. Stat. 620.8202 (3)

Answer 5

In determining whether a partnership is formed:

a) JT, TIC, TBE, joint/common property, or part ownership by itself does NOT = partnership - even if co-owners share profits from use of property
b) sharing of gross returns by itself does not est. partnership, even if persons have joint/common right/interest in property from which returns are derived.

Question 6

Fla. Stat. 620.8202 (3) (c)

Answer 6

(c) receives business profits = presumed partner UNLESS:
- profits received in payment
1. of debt
2. for IC services or wages/compensation of employee
3. rent
4. annuity, retirement benefit to beneficiary, representative or designee of retired/deceased
5. interest/charges on a loan (even if correlated to profits) including direct/indirect present/future ownership of collateral, rights to income, proceeds, or increase in value
6. sale of goodwill of business/other property by installments or otherwise

Question 7

Evidence of Partnership

Answer 7

sharing profits is prima facie evidence of a partnership

Question 8

General Partnership

Answer 8

the default is a general partnership

ex. if 2 persons file to form a corporation, but it is rejected, what is the result? A general partnership results.