Partnership Flashcards
What governs general partnerships in Georgia?
The Georgia Uniform Partnership Act provides a default set of rules for general partnerships.
What is a partnership?
A partnership is an association of 2 or more competent persons to carry on as co-owners a business for profit.
Is a formal agreement required to form a partnership?
No formal agreement or writing is required to form a partnership unless the Statute of Frauds applies.
What factors imply a partnership?
Sharing of profits raises a presumption of partnership, but exceptions exist for certain payments.
What constitutes partnership property?
Property is presumed to be partnership property if described in the partnership agreement, acquired in the partnership’s name, or purchased with partnership funds.
What are partners’ rights in partnership property?
Partners are not co-owners of partnership property; their rights are limited to possession for partnership purposes only.
What rights do partners have?
Partners have rights to management, distributions, indemnification, contribution, inspection, and lawsuits.
What duties do partners owe to the partnership?
Each partner owes fiduciary duties including duty of care, duty of loyalty, and duty to render full information.
How does liability work in partnerships?
Each partner is an agent of the partnership; all partners are jointly and severally liable for partnership obligations.
What events can lead to the dissolution of a partnership?
Dissolution can occur through partnership agreement, end of a definite term, mutual assent, or operation of law.
What are the consequences of dissolution?
Dissolution terminates authority of partners to act as agents; proper notice to creditors is required.
What distinguishes limited partnerships?
Limited partnerships require at least one general partner and one limited partner, and must file a certificate of limited partnership.
What are the liabilities of limited and general partners?
Limited partners have no personal liability beyond their contributions, while general partners are jointly and severally liable for all obligations.
What is a limited liability partnership (LLP)?
An LLP is a partnership that files an election to operate as an LLP, limiting personal liability for obligations of the partnership.
What is a limited liability company (LLC)?
An LLC is a hybrid business organization taxed like a partnership, with members having limited liability like shareholders of a corporation.
